THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer (“Letter of Offer”/ “LOF”) is being sent to you as a Public Shareholder (defined below) of Vedanta Limited as on the
Specified Date (defined below) in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009, as amended (“Delisting Regulations”). In case you have recently sold your Equity Shares (as defined below), please hand over this
Letter of Offer and the accompanying documents to the member of the stock exchange through whom the sale was effected.
LETTER OF OFFER
to the Public Shareholders for voluntary delisting of Equity Shares of
VEDANTA LIMITED (“Company”)
CIN: L13209MH1965PLC291394
Registered Office: 1st Floor, ‘C’ Wing, Unit 103, Corporate Avenue,
Atul Projects, Chakala, Andheri (East), Mumbai – 400 093
Company Secretary & Compliance Officer: Ms. Prerna Halwasiya
Tel. no.: +91 22 6643 4500; Fax no.: +91 22 6643 4530
E-mail ID: comp.sect@vedanta.co.in; Website: www.vedantalimited.com
From
Name Registered office
Vedanta Resources Limited 8th Floor, 20 Farringdon Street, London, EC4A 4AB
Vedanta Holdings Mauritius Limited C/o Amicorp (Mauritius) Limited, 6th Floor,
Tower 1, Nexteracom Building, Ebene, Mauritius
Vedanta Holdings Mauritius II Limited C/o Amicorp (Mauritius) Limited, 6th Floor,
Tower 1, Nexteracom Building, Ebene, Mauritius
(hereinafter collectively referred to as the “Acquirers”)
inviting you to tender your Equity Shares, pursuant to the reverse book building process in accordance with the Delisting Regulations.
NOTES:
If you wish to tender your Equity Shares pursuant to this Letter of Offer to the Acquirers, you should:
• carefully read this Letter of Offer and the instructions herein; and
• complete and sign the accompanying Bid Form in accordance with the instructions therein and in this Letter of Offer, which is
enclosed at the end of this booklet and submit the Bid Form to your Seller Member for bidding under Offer to Buy/ OTB. For
detailed procedure on the submission and settlement of Bids, please refer to paragraph 17 of the Letter of Offer.
• In case of the Equity Shares held in physical form, please refer to paragraph 17.6 of the Letter of Offer.
The Delisting Offer (as defined below) will be implemented by the Acquirers through the stock exchange mechanism, as provided under
the Delisting Regulations and circular nos. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131
dated December 09, 2016 issued by the Securities and Exchange Board of India (“SEBI”). For details on methodology on stock exchange
mechanism, please refer to paragraphs 15 and 17 of this Letter of Offer.
For the implementation of the Delisting Offer, the Acquirers have appointed the Buyer Broker viz., DAM Capital Advisors Limited, as
the registered broker through whom the purchases and settlements on account of the Delisting Offer would be made by the Acquirers.
FLOOR PRICE: INR 87.25/- PER EQUITY SHARE
BID OPENING DATE: OCTOBER 05, 2020 BID CLOSING DATE: OCTOBER 09, 2020
MANAGER TO THE OFFER REGISTRAR TO THE OFFER

J.P. Morgan India Private Limited KFin Technologies Private Limited

CIN: U67120MH1992FTC068724
Address: J.P. Morgan Tower,
Off C. S. T. Road, Kalina,
Santacruz (East), Mumbai – 400 098
Tel. no.: +91 22 6157 3000
Fax no.: +91 22 6157 3911
Email: vedanta_delist@jpmorgan.com
Contact person: Mr. Shagun Gupta
SEBI registration no.: INM000002970
Validity period: Permanent
ADVISOR TO THE ACQUIRERS FOR THE DELISTING PROCESS
DAM Capital Advisors Limited
(formerly known as Karvy Fintech Private Limited)
CIN: U72400TG2017PTC117649
Address: Selenium Building, Tower- B, Plot No 31 & 32,
Gachibowli, Financial District Nanakramguda,
Serilingampally, Hyderabad Rangareddi – 500032, Telangana
Tel. no.: +91 40 6716 2222/ 1-800-34-54001
Fax no.: +91 40 2343 1551
Email: vedanta.delisting@kfintech.com
Contact person: Mr. Murali Krishna
SEBI registration no.: INR000000221
Validity period: Permanent
CIN: U99999MH1993PLC071865
Address: One BKC, Tower C, 15th Floor,
Unit No. 1511, Bandra Kurla Complex,
Bandra (East), Mumbai – 400051
 SCHEDULE OF ACTIVITIES
For the process of the Delisting Offer, the tentative schedule of activity will be as set out below:
Activity Date Day
Specified Date for determining the names of shareholders to whom the Letter of Offer September 25, 2020 Friday
shall be sent@
Date of receipt of BSE in-principle approval September 28, 2020 Monday
Date of receipt of NSE in-principle approval September 28, 2020 Monday
Date of publication of the Public Announcement September 29, 2020 Tuesday
Last date for dispatch of Letter of Offer/ Bid Forms to Public Shareholders as of October 01, 2020 Thursday
Specified Date
Bid Opening Date (bid starts at market hours) October 05, 2020 Monday
Last Date for upward revision or withdrawal of bids October 08, 2020 Thursday
Bid Closing Date (bid closes at market hours) October 09, 2020 Friday
Last date for announcement of counter offer October 13, 2020 Tuesday
Last date for announcement of Discovered Price/ Exit Price and the Acquirers’acceptance/ October 16, 2020 Friday
non-acceptance of Discovered Price/ Exit Price*
Proposed date for payment of consideration to Public Shareholders and/ or return of October 23, 2020 Friday
Equity Shares to Public Shareholders** in case of Bids not being accepted/ failure of
the Delisting Offer
@ The Specified Date is only for the purpose of determining the names of the Public Shareholders to whom the Letter of Offer
will be sent. However, all Public Shareholders, who are eligible to participate in the Delisting Offer, can submit their Bids in
Acquisition Window Facility or OTB through their respective Seller Member during the Bid Period. Changes to the proposed
timeline, if any, will be notified to Public Shareholders by way of a public announcement in the same newspapers where the
Public Announcement is published.
* This is an indicative date and the announcement may be made on or before October 16, 2020, being the fifth working day from
the Bid Closing Date.
** Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirers.
Notes: (1) All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may be
applicable. Changes to the proposed timetable, if any, will be notified to the Public Shareholders by way of corrigendum/ addendum
in all the newspapers in which the Public Announcement has appeared; and (2) Last date of payment is subject to the acceptance of
the Discovered Price by the Acquirers.

2
 RISK FACTORS
The risk factors set out below do not relate to the present or future business operations of the Company or any other matters and are
neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the
participation by any Public Shareholder in the Delisting Offer. Each Public Shareholder of the Company is hereby advised to consult
with legal, financial, tax, investment or other independent advisers and consultants for advice on the further risks with respect to
each such Public Shareholder’s participation in the Delisting Offer and related sale and transfer of Offer Shares of the Company to
the Acquirers.
Risk factors relating to the Delisting Offer and the probable risks involved in associating with the Acquirers:
• The Acquirers and the Promoter Group make no assurance with respect to the future financial performance of the Company.
• The Delisting Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer for reasons beyond
the control of the Acquirers and the Company. Consequently, the payment of consideration to the Public Shareholders whose
Offer Shares are accepted under this Delisting Offer as well as the return of Offer Shares not accepted under this Delisting Offer
by the Acquirers may get delayed.
• The Acquirers and the Manager to the Offer accept no responsibility for statements made otherwise than in this Letter of Offer
or in the Public Announcement or in advertisements or other materials issued by, or at the request of the Acquirers or the
Manager to the Offer, and anyone placing reliance on any other source of information, would be doing so at his/ her/ their own
risk.
• This Delisting Offer is subject to completion risks as would be applicable to similar transactions.
• The Delisting Offer is being made for securities of an Indian company and Public Shareholders of the Company in the U.S.
should be aware that this Letter of Offer and any other documents relating to the Delisting Offer have been or will be prepared
in accordance with Indian procedural and disclosure requirements, including requirements regarding the offer timetable and
timing of payments, all of which differ from those in the U.S. Any financial information included in this Letter of Offer or in any
other documents relating to the Delisting Offer, has been or will be prepared in accordance with non-U.S. accounting standards
that may not be comparable to financial statements of companies in the U.S. or other companies whose financial statements are
prepared in accordance with U.S. generally accepted accounting principles.
• The receipt of cash pursuant to the Delisting Offer by a Public Shareholder of the Company may be a taxable transaction
for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each
Public Shareholder of the Company is urged to consult his independent professional adviser immediately regarding the tax
consequences of accepting the Delisting Offer.
Neither the U.S. Securities Exchange Commission nor any U.S. state securities commission has approved or disapproved the
Delisting Offer or passed any comment upon the adequacy or completeness of this Letter of Offer. Any representation to the contrary
is a criminal offence in the U.S.

3
 TABLE OF CONTENTS

1 BACKGROUND OF THE DELISTING OFFER..................................................................................................................... 8

2 NECESSITY AND OBJECTIVE OF THE DELISTING OFFER........................................................................................ 10

3 BACKGROUND OF THE ACQUIRERS................................................................................................................................ 10

4 BACKGROUND OF THE COMPANY...................................................................................................................................13

5 PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY...................................14

6 STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED...........................16

7 LIKELY POST SUCCESSFUL DELISTING OFFER SHAREHOLDING PATTERN OF THE COMPANY.................16

8 MANAGER TO THE DELISTING OFFER...........................................................................................................................16

9 REGISTRAR TO THE DELISTING OFFER.........................................................................................................................16

10 DETAILS OF THE BUYER BROKER...................................................................................................................................17

11 STOCK EXCHANGE DATA REGARDING THE COMPANY........................................................................................... 17

12 DETERMINATION OF THE FLOOR PRICE........................................................................................................................ 18

13 DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE......................................................................... 19

14 MINIMUM ACCEPTANCE AND SUCCESS CONDITIONS TO THE DELISTING OFFER........................................ 20

15 ACQUISITION WINDOW FACILITY...................................................................................................................................21

16 DATES OF OPENING AND CLOSING OF BID PERIOD.................................................................................................. 21

17 PROCEDURE FOR TENDERING..........................................................................................................................................21

18 METHOD OF SETTLEMENT.................................................................................................................................................24

19 PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID.............................................................................24

20 PROCESS FOR ADS HOLDERS............................................................................................................................................ 25

21 DELISTING AMERICAN DEPOSITARY SHARES FROM NYSE AND TERMINATION OF ADR PROGRAMME......25

22 DETAILS OF THE ESCROW ACCOUNTS........................................................................................................................... 27

23 SCHEDULE OF ACTIVITIES................................................................................................................................................. 27

24 STATUTORY APPROVALS.....................................................................................................................................................28

25 NOTES ON TAXATION........................................................................................................................................................... 28

26 CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY............................................................................ 29

27 COMPANY SECRETARY AND COMPLIANCE OFFICER OF THE COMPANY.......................................................... 30

28 OTHERS..................................................................................................................................................................................... 30

29 GENERAL DISCLAIMER.......................................................................................................................................................30

30 ENCLOSURES
4
 KEY DEFINITIONS AND ABBREVIATIONS
TERM DEFINITION
Acquirers Vedanta Resources Limited, Vedanta Holdings Mauritius Limited and Vedanta Holdings
Mauritius II Limited.
Acquisition Window An acquisition window facility, i.e., separate acquisition window in form of web-based bidding
Facility or Offer to Buy/ platform provided by BSE, in accordance with the stock exchange mechanism conducted in
OTB accordance with the terms of the Delisting Regulations and the SEBI Circulars.
ADS American depositary share(s) issued by the Company that are listed on NYSE.
ADR American depositary receipt.
ADR Deposit Agreement Deposit agreement dated September 6, 2013 among the Company (as successor in interest to
Sesa Goa Limited) and Citibank, N.A., as depositary, and the holders and beneficial owners of
ADS issued thereunder, as amended by the deposit agreement dated August 25, 2015 among
the Company and Citibank, N.A., for continued appointment of Citibank, N.A. as the exclusive
depositary of ADRs issued thereunder.
Bid Closing Date Close of trading hours on October 09, 2020 being the last date of the Bid Period.
Bid Form Bid form as enclosed with this Letter of Offer.
Bid Opening Date Opening of trading hours on October 05, 2020 being the date on which the Bid Period commences.
Bid Period Bid Opening Date to Bid Closing Date, inclusive of both dates.
Board Board of Directors of the Company.
BSE BSE Limited.
Buyer Broker DAM Capital Advisors Limited
CIN Corporate identity number.
Clearing Corporation ICCL or NCL, as the case may be.
Company Vedanta Limited, the Company whose Equity Shares are sought to be delisted from the Stock
Exchanges.
Counter Offer Price A price offered by the Acquirers, which is lower than the Discovered Price but not less than the
book value of the Company as certified by the merchant banker in terms of Regulation 16(1A)
of the Delisting Regulations.
Delisting Letter Letter dated May 12, 2020, sent by VRL to the Company expressing its intention to make the
Delisting Offer.
Delisting Offer The offer being made by the Acquirers to acquire all Offer Shares in accordance with the Delisting
Regulations and the terms and conditions set out in the Public Announcement and this Letter of
Offer. Consequently, Offer Shares shall be voluntarily delisted from the Stock Exchanges and the
‘permitted to trade’ status from MSE given to the Equity Shares will stand withdrawn.
Delisting Regulations SEBI (Delisting of Equity Shares) Regulations, 2009, as amended.
DIN Director identification number.
Discovered Price The price at which the shareholding of the members of the Promoter Group reaches 90% of the
total issued and paid-up equity share capital of the Company, excluding the Equity Shares which
are then held by a custodian and against which ADS have been issued, pursuant to the reverse
book building process specified in Schedule II of the Delisting Regulations, which shall not be
lower than the Floor Price.
DP Depository participant.
DTC Depository trust company.

5
 TERM DEFINITION
Due Diligence Report The due diligence report dated May 18, 2020 submitted by the Merchant Banker to the Board.
Equity Shares The fully paid-up equity shares of the Company having face value of INR 1/- (Indian Rupees
One only) each.
Escrow Accounts Escrow accounts opened with the Escrow Bank in accordance with the Delisting Regulations
referred to in paragraph 22 of this Letter of Offer.
Escrow Bank Axis Bank Limited, a scheduled commercial bank and a banker to an issue registered with SEBI.
Exit Price Any Discovered Price that is accepted by the Acquirers for the Delisting Offer, a higher price
that is offered by the Acquirers for the Delisting Offer at their discretion, or a Counter Offer Price
that results in shareholding of the Promoter Group reaching 90% of the total issued and paid-
up equity share capital of the Company, excluding the Equity Shares which are then held by a
custodian and against which ADS have been issued, pursuant to acceptance of the Counter Offer
Price by the Public Shareholders.
Exit Window A period of 1 year following the date of delisting of Equity Shares from the Stock Exchanges.
Floor Price INR 87.25/- (Indian Rupees Eighty Seven and Twenty Five Paise only) per Offer Share determined
in accordance with the Delisting Regulations. Please refer to paragraph 12 of this Letter of Offer.
ICCL Indian Clearing Corporation Limited.
INR Indian Rupee.
IT Act Income-Tax Act, 1961.
Letter of Offer/ LOF This letter inviting Bids from all Public Shareholders.
Listing Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
Manager/ Manager to the J.P. Morgan India Private Limited.
Offer
Merchant Banker SBI Capital Markets Limited, a merchant banker registered with SEBI.
MSE Metropolitan Stock Exchange of India Limited.
NCL NSE Clearing Limited.
NSE National Stock Exchange of India Limited.
NYSE New York Stock Exchange.
Offer Shares All Equity Shares that are held by the Public Shareholders.
PAN Permanent account number.
Promoter Group The members of the promoter and promoter group of the Company.
Public Announcement The public announcement issued by the Acquirers published on September 29, 2020 in accordance
with Regulation 10(1) of the Delisting Regulations.
Public Shareholders All holders of the Equity Shares other than the Acquirers, the Promoter Group and the holders
of ADS issued against the Equity Shares held with the custodian and such custodian holding the
Equity Shares, as defined under Regulation 2(1)(v) of the Delisting Regulations.
RBI Reserve Bank of India.
Registrar/ Registrar to the KFin Technologies Private Limited (formerly known as Karvy Fintech Private Limited).
Offer
Residual Public The Public Shareholders whose Offer Shares have not been acquired by the Acquirers.
Shareholders
SEBI Securities and Exchange Board of India.

6
 TERM DEFINITION
SEBI Circulars SEBI’s circular dated April 13, 2015 on ‘Mechanism for acquisition of shares through Stock
Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting’ and circular
dated December 9, 2016 on ‘Streamlining the process for Acquisition of Shares pursuant to
Tender-Offers made for Takeovers, Buyback and Delisting of Securities’.
SEC U.S. Securities and Exchange Commission.
Seller Member The stock brokers who are registered with BSE appointed by the respective Public Shareholders.
Specified Date September 25, 2020.
Stock Exchange Mechanism The process set out in the SEBI Circulars.
Stock Exchanges BSE and NSE.
STT Securities transaction tax.
Takeover Regulations SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.
TRS Transaction registration slip.
UCC Unique client code.
U.S./ United States United States of America.
USD U.S. Dollar.
VHML Vedanta Holdings Mauritius Limited.
VHML II Vedanta Holdings Mauritius II Limited.
VRL Vedanta Resources Limited.

7
Dear Public Shareholder,
Invitation to tender Equity Shares held by you in the Company
The Acquirers are pleased to invite you to tender your Equity Shares, on the terms and subject to the conditions set out in the
Delisting Regulations, the Public Announcement and in this Letter of Offer, held by you in the Company to the Acquirers pursuant
to the Delisting Offer made in accordance with relevant provisions of the Delisting Regulations.
1 BACKGROUND OF THE DELISTING OFFER
1.1 As on the Specified Date, 1,86,36,18,788 Equity Shares aggregating to 52.33% of the total issued and paid-up equity share
capital of the Company, excluding the ADS issued by the Company, are held by the Promoter Group. As on the Specified
Date, the Acquirers do not directly hold any Equity Shares. As on the Specified Date, the Public Shareholders (including the
employee benefit trust) hold 1,69,73,90,047 Equity Shares aggregating to 47.67% of the total issued and paid-up equity share
capital of the Company, excluding ADS issued by the Company.
1.2 In addition to the above, as on Specified Date, 3,91,24,009 ADS are outstanding which have been issued by the Company
against 15,64,96,036 number of underlying Equity Shares. The holders of such ADS would be considered to be Public
Shareholders to be able to participate in the Delisting Offer in the event they chose to convert the ADS into Equity Shares.
In this regard, please note if all the outstanding ADS (as on the Specified Date) are converted into Equity Shares, the: (a)
members of the Promoter Group will hold 1,86,36,18,788 Equity Shares aggregating to 50.13% of the total issued and paid-up
equity share capital of the Company; and (b) the Public Shareholders will hold 1,85,38,86,083 Equity Shares aggregating to
49.87% of the total issued and paid-up equity share capital of the Company.
1.3 The Acquirers are making this Letter of Offer to acquire the Offer Shares. If the Delisting Offer is successful in accordance
with the terms set out in paragraph 14 of this Letter of Offer, an application will be made to delist the Equity Shares from
the Stock Exchanges pursuant to and in accordance with the Delisting Regulations and on the terms set out in the Public
Announcement, this Letter of Offer and any other Delisting Offer related documents. Consequently, the Equity Shares shall
be voluntarily delisted from the Stock Exchanges and the ‘permitted to trade’ status given to Equity Shares by the MSE shall
stand withdrawn.
1.4 VRL, pursuant to the Delisting Letter, expressed its intention to the Board to acquire the Offer Shares and consequently
voluntarily delist the Equity Shares from the Stock Exchanges by making a Delisting Offer in accordance with the Delisting
Regulations and if such delisting is successful, then to also delist the ADS from NYSE and deregister the Company from the
SEC, subject to the requirements of the NYSE and the SEC. Further, VRL, inter alia, requested the Board to: (a) take all such
other actions as may be required to be undertaken by the Company under the Delisting Regulations in order to give effect to
the Delisting Offer, including appointment of a merchant banker to undertake due diligence, provide all relevant information
necessary for the due diligence, make relevant applications to Stock Exchanges and/ or to any other regulatory authorities,
as may be required in connection to the Delisting Proposal; (b) consider and approve the Delisting Offer under Regulation 8
of the Delisting Regulations; and (c) take necessary steps to: (i) seek approval of the shareholders of the Company through
postal ballot; (ii) seek approval of the Stock Exchanges for the proposed delisting of the Equity Shares in accordance with
the Delisting Regulations; and (iii) obtain consent/ waivers from the lenders in connection with the proposed delisting of the
Equity shares, as may be required. The receipt of the Delisting Letter was intimated by the Company to the Stock Exchanges
on May 12, 2020 (“Stock Exchanges Notification Date”).
1.5 Pursuant to the Delisting Letter, the Board appointed the Merchant Banker to carry out due diligence in accordance with
Regulations 8(1A) and 8(1D) of the Delisting Regulations. The appointment of the Merchant Banker was intimated by the
Company to the Stock Exchanges on May 13, 2020.
1.6 On May 12, 2020, the Company intimated the Stock Exchanges that a meeting of the Board is scheduled to be held on May
18, 2020 in order to: (i) take on record and review the Due Diligence Report in terms of Regulations 8(1A)(ii) and 8(1E) of the
Delisting Regulations; (ii) approve/ reject the proposal of voluntary delisting of the Equity Shares; and (iii) any other matters
incidental thereto or required in terms of the Delisting Regulations.
1.7 Further, in the Delisting Letter, after considering the prevailing market conditions and with a view to provide the Public
Shareholders with a fair exit price, VRL informed the Company of its willingness to accept Equity Shares tendered by the
Public Shareholders in the Delisting Offer at a price of INR 87.50 (Indian Rupees Eighty Seven and Fifty Paise only) per
Equity Share (“Indicative Offer Price”). VRL further informed the Company that the Indicative Offer Price should in no
way be construed either as an obligation/ restriction on VRL and/ or its subsidiaries to accept the Equity Shares tendered in
the Delisting Offer at a price lower than, equal to or higher than the Indicative Offer Price or as a restriction on the Public
Shareholders to tender the Equity Shares at price higher than the Indicative Offer Price. The Indicative Offer Price was
intimated to Stock Exchanges on May 12, 2020.

8
1.8 On May 18, 2020, the Company received a letter from VRL, providing the details of the floor price for the Delisting Offer,
along with a certificate issued by Price Waterhouse & Co LLP, certifying the Floor Price for the Delisting Offer to be INR
87.25/- (Indian Rupees Eighty Seven and Twenty Five Paise only) determined in accordance with the Delisting Regulations
(“Floor Price Letter”).
1.9 The Board, in its meeting held on May 18, 2020, inter-alia, took the following decisions:
a) The Due Diligence Report, as tabled before them, issued and submitted by the Merchant Banker, was taken on record.
b) Based on the Due Diligence Report and information available with the Company, the Board, in accordance with Regulation
8(1B) of the Delisting Regulations, certified that:
i. The Company is in compliance with the applicable provisions of securities laws;
ii. The members of the Promoter Group or their related entities are in compliance with Regulation 4(5) of the Delisting
Regulations; and
iii. The Delisting Offer is in the interest of the shareholders of the Company.
c) In accordance with Regulation 8(1)(a) of the Delisting Regulations, the Board has approved the Delisting Offer, after
having discussed and considered various factors including the Due Diligence Report.
d) The Board granted its approval to the Company to seek shareholders’ approval by way of special resolution through postal
ballot and e-voting, and thereby approved the draft of the postal ballot notice and the explanatory statement thereto. The
Company was authorized to: (i) dispatch the said postal ballot notice and the explanatory statement to the shareholders in
accordance with applicable laws; and (ii) obtain approval of the Stock Exchanges in accordance with the provisions under
the Delisting Regulations and/ or any other regulatory/ government authority in India and/ or abroad (including the SEC
and NYSE), as may be required, in relation to the Delisting Offer.
e) Mr. Upendra C Shukla, Practicing Company Secretary (FCS No. 2727, CP No. 1654), was appointed as the scrutinizer in
terms of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, to conduct
the process of the postal ballot in a fair and transparent manner.
The outcome of the meeting of the Board was intimated by the Company to the Stock Exchanges on the same day, i.e., May
18, 2020.
1.10 The dispatch of the notice of postal ballot dated May 18, 2020 for seeking the approval of the shareholders, through postal
ballot and remote e-voting for the Delisting Offer, as required under the Delisting Regulations and the Companies Act, 2013
and the rules made thereunder read with General Circular No. 14/2020 dated April 08, 2020 and General Circular No. 17/2020
dated April 13, 2020 issued by the Ministry of Corporate Affairs, was completed on May 25, 2020.
1.11 The shareholders of the Company approved the Delisting Offer by way of a special resolution in accordance with the Delisting
Regulations on June 24, 2020 i.e., the last date specified for remote e-voting. The results of the postal ballot were announced
on June 25, 2020 and the same were intimated to the Stock Exchanges. As part of the said resolution, the votes cast by the
Public Shareholders in favour of the Delisting Offer are 99,69,13,034 votes which is more than two times the number of votes
cast by the Public Shareholders against it i.e., 18,59,11,313 votes.
1.12 BSE and NSE have issued their in-principle approvals to the Delisting Offer subject to compliance with the Delisting
Regulations, pursuant to their letters, each dated September 28, 2020, in accordance with Regulation 8(3) of the Delisting
Regulations.
1.13 The Public Announcement has been issued in the following newspapers as required under Regulation 10(1) of the Delisting
Regulations:
Newspaper Language Editions
Financial Express English All editions
Jansatta Hindi All editions
Navshakti Marathi Mumbai
The Free Press Journal English Mumbai
1.14 Any changes, modifications or amendments to the Public Announcement or this Letter of Offer, if any, will be notified by way
of issuing corrigendum/ addendum in all of the aforesaid newspapers.

9
1.15 The Delisting Offer is subject to the acceptance of the Discovered Price (defined below in paragraph 13.3 of this Letter of
Offer), determined in accordance with the Delisting Regulations, by the Acquirers. The Acquirers may also, at their discretion,
propose: (a) a price higher than the Discovered Price for the purposes of the Delisting Offer; or (b) a Counter Offer Price. Any
Discovered Price that is accepted by the Acquirers for the Delisting Offer, a higher price that is offered by the Acquirers for
the Delisting Offer at their discretion, or a Counter Offer Price pursuant to acceptance of the Counter Offer Price by the Public
Shareholders that results in shareholding of the Promoter Group reaching 90% of the total issued and paid-up equity share
capital of the Company, excluding the Equity Shares which are then held by a custodian and against which ADS have been
issued, shall hereinafter be referred to as the “Exit Price”.
2 NECESSITY AND OBJECTIVE OF THE DELISTING OFFER
2.1 In the Delisting Letter, VRL specified the following as the rationale for the Delisting Offer:
a) The Vedanta Group (the “Group”) has been pursuing a process of corporate simplification for several years, including
the merger of Sterlite with Sesa Goa to form Sesa-Sterlite (subsequently renamed Vedanta Limited) in 2012, the merger
of Cairn India with the Company in 2016, and the delisting of Vedanta Resources Plc (subsequently renamed Vedanta
Resources Ltd) in 2018.
b) The Group believes that a delisting of the Company is the next logical step in this simplification process and will provide
the Group with enhanced operational and financial flexibility in a capital intensive business. Vedanta Group maintains
its strategic priority of attaining leadership in diversified natural resources, underpinned by growth, while maintaining a
flexible capital structure.
c) The proposed delisting offer will provide public shareholders of the Company an opportunity to realize immediate and
certain value for their shares at a time of elevated market volatility. The price will be determined in accordance with the
reverse book building mechanism set out in the Delisting Regulations.
d) The proposed delisting will align the Group’s capital and operational structures, streamline the process of servicing the
Group’s financing obligations and significantly improve a range of important credit metrics. As a result, the transaction is
expected to support an accelerated debt reduction program in the medium term and, in turn, support the Group’s highly
attractive longer-term growth pipeline.
3 BACKGROUND OF THE ACQUIRERS
3.1 Vedanta Resources Limited
3.1.1 VRL was incorporated on April 22, 2003, as a private limited company under the laws of United Kingdom (company
registration number 4740415). It was incorporated in the name of Angelchange Limited. Subsequently, its name was changed
to Vedanta Resources Limited on June 26, 2003. VRL was re-registered as a public limited company pursuant to which its
name was changed to Vedanta Resources Plc with effect from November 20, 2003. The ordinary shares of VRL got listed on
the London Stock Exchange on December 5, 2003. Thereafter, on October 01, 2018, the ordinary shares of VRL were delisted
from London Stock Exchange pursuant to the successful completion of the delisting offer made by Volcan Investments
Limited, the holding company of VRL. On October 29, 2018, VRL was re-registered as a private limited company pursuant
to which its name was changed to Vedanta Resources Limited. VRL’s registered office is located at 8th Floor, 20 Farringdon
Street, London, EC4A 4AB and its corporate office is located at 4th Floor 30 Berkeley Square, London, W1J 6EX.
3.1.2 VRL is a globally diversified natural resources company and is engaged in production of aluminium, copper, zinc, lead, silver,
iron ore, oil and gas and commercial energy. VRL has operations in India, Zambia, Namibia and South Africa.
3.1.3 Mr. Anil Agarwal, Mr. Navin Agarwal, Mr. Geoffrey Green, Mr. Deepak Parekh, Mr. Ravi Rajagopal and Mr. Edward Story
are the directors of the VRL. As on the date of this Letter of Offer, the issued and paid-up share capital of VRL is USD
28,524,669.8 (U.S. Twenty Eight Million Five Hundred Twenty Four Thousand Six Hundred Sixty Nine point Eight only)
comprising of 285,246,698 fully paid-up ordinary shares of USD 0.1 (U.S. Dollar Zero point One only) each. VRL is a
subsidiary of Volcan Investments Limited.
3.1.4 The shareholding pattern of VRL as on the date of this Letter of Offer, is set out below:
Sr. No. Name of the shareholders No. of shares held % of shareholding
1. Volcan Investments Limited 18,74,88,092 65.7%
2. Volcan Investments Cyprus Limited 9,77,58,606 34.3%
(a wholly owned subsidiary of Volcan Investments Limited)
Total 28,52,46,698 100.0%

10
3.1.5 The key financial information of VRL, based on its audited consolidated financial statements for financial years ended on
March 31, 2020, March 31, 2019 and March 31, 2018, is set out below:
(Amount in USD million and INR crores except per share data and percentages shown)
Particulars Financial year ended Financial year ended Financial year ended
March 31, 2020 March 31, 20194 March 31, 20185
USD INR (cr.) USD INR (cr.) USD INR (cr.)
(mm) (mm) (mm)
Equity Capital 29 213 29 213 30 221
Reserves (3,292) (24,227) (957) (7,042) (360) (2,649)
Minority Interests 5,536 40,742 6,181 45,489 6,870 50,560
Total Equity 2,273 16,728 5,253 38,660 6,540 48,132
Non-current borrowings1 4,909 36,128 10,524 77,451 9,734 71,637
Other non- current Liabilities 1,013 7,455 1,488 10,951 1,310 9,641
Current borrowings 10,186 74,964 5,456 40,153 5,460 40,183
Other current Liabilities 5,805 42,722 7,060 51,958 6,194 45,585
Total equity and liabilities 24,186 177,997 29,781 219,173 29,238 215,178
Fixed Assets (including Capital Work in Progress)2 13,357 98,301 17,909 131,801 17,919 131,875
Other non-current assets 3,028 22,285 2,999 22,071 2,122 15,617
Cash and cash equivalents 705 5,188 1,133 8,338 798 5,873
Other Current Assets 7,096 52,223 7,740 56,963 8,399 61,813
Total Assets 24,186 177,997 29,781 219,173 29,238 215,178
Revenue 11,790 86,769 13,006 95,718 15,294 112,556
Other operating income 142 1,045 225 1,656 154 1,133
Total operating income 11,932 87,814 13,231 97,374 15,448 113,689
Total expenses 13,278 97,720 11,863 87,306 12,960 95,379
(Loss)/ Profit before tax (1,346) (9,906) 1,368 10,068 2,488 18,310
Net tax (credit)/expense (370) (2,723) 611 4,497 1,013 7,455
(Loss)/ Profit after tax from continuing (976) (7,183) 757 5,571 1,475 10,855
operations
Loss after tax from discontinued operations3 (771) (5,674) (333) (2,451) - -
Net (loss)/ profit after tax (1,747) (12,857) 424 3,120 1,475 10,855
Attributable to equity holders of the parent (1,568) (11,540) (237) (1,745) 239 1,759
Attributable to non-controlling interests (179) (1,317) 661 4,865 1,236 9,096
Since the financial statements of VRL are prepared in USD (the functional currency of VRL), they have been converted into
INR for the purpose of convenience of translation. USD to INR conversion has been assumed at a rate of USD 1 = INR 73.6
as on August 31, 2020 (www.fbil.com). No representation is made that the US Dollar amounts represent INR amounts or have
been, could have been or could be converted into INR at such a rate or any other rate.
Note: Refer Note 2(b) of Annual financial statements for year ended March 31, 2019 and note 2(b) & 3(b) of preliminary
results for year ended March 31, 2020 and March 31, 2019 respectively for details of new standards implemented and
impact thereon.
1
In addition to the gross debt of US$ 15.1 billion (INR 111,091Cr.) as of March 31, 2020, VRL has since announced
and availed total debt financing arrangements of US$3.15 billion (INR 23,182 Cr.) (including issuance of US$1.4 billion
(INR 10,303 Cr.) senior secured bonds and US$1.75 billion (INR 12,879 Cr.) term loan facility) to inter alia finance
the total payments to the Public Shareholders and ADS holders of the Company following the proposed delisting
of the Company. (USD to INR conversion has been assumed at a rate of USD 1 = INR 73.6 as on August 31, 2020
(www.fbil.com)).
2
Fixed assets includes property, plant & equipment, intangible assets, exploration & evaluation assets, goodwill and
leasehold land.
3
Loss after tax from discontinued operations represents loss with respect to KCM (Konkola Copper Mines) operations along
with the loss on fair valuation of the Group’s interest in KCM.
4
Restated. Refer note 1(b) of preliminary results for the year ended March 31, 2020.
5
Financial information for financial year ended March 31, 2018 present KCM as consolidated subsidiary. Accordingly,
financial information for year ended March 31, 2018 is not comparable.

11
 Source: The financial information for financial years ended on March 31, 2020 and March 31, 2019 have been extracted from
VRL’s financial statements for financial years ended on March 31, 2020 and financial information for financial year ended
on March 31, 2018 has been extracted from the comparative financial information included in VRL’s financial statements for
financial year ended on March 31, 2019. VRL’s annual financial statements have been prepared and presented in accordance
with international financial reporting standards as adopted by the European Union.
3.1.6 As of the date of this Letter of Offer, VRL does not directly hold any Equity Shares.
3.2 Vedanta Holdings Mauritius Limited
3.2.1 VHML was incorporated on June 29, 2020 as a private limited company under the laws of Mauritius (company registration
number 172883 GBC). The registered address of VHML is situated at C/o Amicorp (Mauritius) Limited, 6th Floor, Tower 1,
NexTeracom Building, Ebene, Mauritius.
3.2.2 The principal activity of VHML is to carry on the business of holding investments.
3.2.3 Mr. Shakill Ahmad Toorabally and Mr. Ashwanee Ramsurrun are the directors of VHML. As on the date of this Letter of Offer,
the issued and paid-up share capital of VHML is USD 1,000 (U.S. Dollars One Thousand only) comprising of 1,000 ordinary
shares of USD 1 (U.S. Dollar One only) each. VHML is a wholly owned subsidiary of Vedanta Holdings Jersey Limited,
which in turn is a wholly owned subsidiary of VRL.
3.2.4 The shareholding pattern of VHML as on the date of this Letter of Offer is set out below:
Sr. No. Name of the shareholders No. of shares held % of shareholding
1. Vedanta Holdings Jersey Limited 1,000 100
Total 1,000 100
3.2.5 VHML was incorporated on June 29, 2020, therefore no financial statements have been prepared by it.
3.2.6 As of the date of this Letter of Offer, VHML does not hold any Equity Shares.
3.3 Vedanta Holdings Mauritius II Limited
3.3.1 VHML II was incorporated on June 29, 2020 as a private limited company under the laws of Mauritius (company registration
number 172884 GBC). The registered address of VHML II is situated at C/o Amicorp (Mauritius) Limited, 6th Floor, Tower
1, Nexteracom Building, Ebene, Mauritius.
3.3.2 The principal activity of VHML II is to carry on the business of holding investments.
3.3.3 Mr. Rajiv Mangar and Mr. Shakill Ahmad Toorabally are the directors of VHML. As on the date of this Letter of Offer, the
issued and paid-up share capital of VHML II is USD 1,000 (U.S. Dollars One Thousand only) comprising of 1,000 ordinary
shares of USD 1 (U.S. Dollar One only) each. VHML II is a wholly owned subsidiary of Vedanta Holdings Jersey Limited,
which in turn is a wholly owned subsidiary of VRL.
3.3.4 The shareholding pattern of VHML II as on the date of this Letter of Offer is set out below:
Sr. No. Name of the shareholders No. of shares held % of shareholding
1. Vedanta Holdings Jersey Limited 1,000 100
Total 1,000 100
3.3.5 VHML II was incorporated on June 29, 2020, therefore no financial statements have been prepared by it.
3.3.6 As on the date of this Letter of Offer, VHML II does not hold any Equity Shares.
3.4 Neither the Acquirers nor any member of the Promoter Group has sold any Equity Shares during the 6 months preceding the
date of the meeting of the Board i.e., May 18, 2020, wherein the Delisting Offer was approved. Further, neither the Acquirers
nor any member of the Promoter Group shall sell the Equity Shares until the earlier of: (i) completion of the Delisting Offer in
accordance with the Delisting Regulations; or (ii) failure of the Delisting Offer in accordance with the Delisting Regulations.
3.5 The members of the Promoter Group are not prohibited by SEBI from dealing in securities, in terms of directions issued under
Section 11B of the SEBI Act, 1992 or any other regulations made under the SEBI Act, 1992.
3.6 The Acquirers hereby invite all the Public Shareholders to bid in accordance with the reverse book building process of BSE
and on the terms and subject to the conditions set out herein, and/ or in the Public Announcement, the Offer Shares.
3.7 The Acquirers have, as detailed in paragraph 22 of this Letter of Offer, made available all the requisite funds necessary to fulfil
the obligations of the Acquirers under the Delisting Offer.

12
4 BACKGROUND OF THE COMPANY
4.1 The Company was incorporated on June 25, 1965 as a private limited company under the laws of India as Sesa Goa Private
Limited. The Company was converted into a public limited company pursuant to which its name was changed to Sesa Goa
Limited with effect from April 16, 1981. Subsequently, the name of the Company was changed to Sesa Sterlite Limited on
September 18, 2013 and further the name of the Company was changed to its present name i.e., Vedanta Limited with effect
from April 21, 2015.
4.2 The Company’s registered office is located at 1st Floor, ‘C’ Wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri
(East), Mumbai – 400 093; Tel. no.: +91 22 6643 4500; Fax no.: +91 22 6643 4530; E-mail: comp.sect@vedanta.co.in and
website: www.vedantalimited.com. The CIN of the Company is: L13209MH1965PLC291394.
4.3 The Company is a globally diversified natural resources company engaged in the business of producing oil and gas, zinc, lead,
silver, copper, iron ore, steel, aluminium and power across India, South Africa, Namibia and Australia.
4.4 As on the date of this Letter of Offer, the members of the Board are:
Name and DIN Designation as on date of Letter of Offer Date of Appointment No. of Equity Shares
Held
Mr. Anil Agarwal Non-Executive Director, Chairperson April 1, 2020 Nil
DIN: 00010883
Mr. Navin Agarwal Executive Director, Vice Chairperson August 17, 2013 Nil
DIN: 00006303
Mr. K. Venkataramanan Non-Executive Independent Director April 1, 2017 Nil
DIN: 00001647
Ms. Lalita D. Gupte Non-Executive Independent Director March 29, 2014 Nil
DIN: 00043559
Mr. MK Sharma Non-Executive Independent Director June 1, 2019 Nil
DIN: 00327684
Mr. UK Sinha Non-Executive Independent Director March 13, 2018 Nil
DIN: 00010336
Ms. Priya Agarwal Non-Executive Director May 17, 2017 Nil
DIN: 05162177
Mr. GR Arun Kumar Whole-Time Director & Chief Financial November 22, 2016 8,000
DIN: 01874769 Officer
4.5 A brief summary of the financial performance of the Company, based on its audited consolidated financial statements of the
Company for the financial years ended on March 31, 2020, March 31, 2019 and March 31, 2018, are set out as below:
(Amount in INR crore except per share data)
Particulars Financial year Financial year Financial year
ended March 31, ended March 31, ended March 31,
2020 2019 2018
Equity capital 372 372 372
Reserves & surplus 54,263 61,925 62,940
Minority interest 17,112 15,227 15,961
Total equity 71,747 77,524 79,273
Non-current borrowings 36,724 34,721 26,789
Other non- current Liabilities 11,829 13,157 11,276
Current borrowings 13,076 22,982 21,951
Other current Liabilities 50,246 53,659 45,296
Total equity and liabilities 183,622 202,043 184,585
Fixed Assets (including Capital Work in Progress)1 107,489 121,356 112,334
Other non-current assets 18,613 20,859 17,137
Cash and cash equivalents2 12,502 8,369 5,216
Other current assets 45,018 51,459 49,898
Total assets 183,622 202,043 184,585

13
 Particulars Financial year Financial year Financial year
ended March 31, ended March 31, ended March 31,
2020 2019 2018
Revenue from operations 83,545 90,901 92,011
Other operating income 902 1,147 912
Other Income 2,510 4,018 3,205
Total Income 86,957 96,066 96,128
Total Expenses 77,830 82,826 79,456
Profit before tax 9,127 13,240 16,672
Net exceptional (loss)/ gain (17,386) 320 2,897
(Loss)/ Profit before tax after exceptional items (8,259) 13,560 19,569
Net tax (credit)/ expense (3,516) 3,862 5,877
(Loss)/ Profit after tax (4,743) 9,698 13,692
Share of (Loss)/ Profit of Jointly Controlled entities (1) 0 0
(Loss)/ Profit after tax after Share of (loss)/ profit (4,744) 9,698 13,692
of Jointly Controlled entities
Attributable to equity holders of the parent (6,664) 7,065 10,342
Attributable to non-controlling interests 1,920 2,633 3,350
Basic EPS (INR per share)3 (18.0) 19.1 28.3
Diluted EPS (INR per share)3 (18.0) 19.0 28.2
Note: Refer Note 3(b) of Annual financial statements for the year ended March 31, 2020 and March 31, 2019 respectively,
for details of new standards implemented and impact thereon.
1
Fixed Assets (including Capital Work in Progress) also includes Intangible assets and Exploration intangible assets under development
2
Cash and cash equivalent includes other bank balances
3
Basic EPS is calculated by dividing the profit or loss attributable to equity shareholders of the Company by the weighted
average number of Equity Shares outstanding during the year. Diluted EPS is determined by adjusting the profit or loss
attributable to equity shareholders and the weighted average number of Equity Shares outstanding for the effects of all
dilutive potential equity shares, unless the effect is anti-dilutive.
Source: The financial information for the financial years ended March 31, 2020 and March 31, 2019 have been extracted
from the Company’s audited consolidated financial statements for financial years ended on March 31, 2020 and financial
information for financial year ended on March 31, 2018 have been extracted from the comparative financial information
included in the Company’s audited consolidated financial statements for financial year ended on March 31, 2019. The
Company’s financial statements have been prepared in accordance with the Indian Accounting Standards.
4.6 The book value for the Company, for financial year ended on March 31, 2020, is INR 89.38 (Indian Rupees Eighty Nine and
Thirty Eight Paise only) per Equity Share, as extracted from the audited consolidated financial statements of the Company. The
book value has been arrived at by dividing net worth of the Company (as per Section 2(57) of the Companies Act, 2013) by
total number of outstanding Equity Shares as of March 31, 2020. The computation of the book value of the Company has been
certified independently by Shailesh Haribhakti & Associates, chartered accountants, vide certificate dated September 02, 2020.
5 PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY
5.1 As of the date of this Letter of Offer, the authorized share capital of the Company is INR 74,12,01,00,000 (Indian Rupees
Seventy Thousand Four Hundred Twelve Crore and One Lakh only) divided into 44,02,01,00,000 Equity Shares of INR 1
(Indian Rupees One only) each and 3,01,00,00,000 preference shares of INR 10/- (Indian Rupees Ten only) each. The total
issued and paid-up share capital of the Company is INR 3,71,75,04,871 (Indian Rupees Three Hundred Seventy One Crore
Seventy Five Lakh Four Thousand Eight Hundred Seventy One only) comprising of 3,71,75,04,871 Equity Shares of INR 1
(Indian Rupee One only) each. Out of the 3,71,75,04,871 Equity Shares, 3,08,232 Equity Shares are pending for allotment
and not listed on the Stock Exchanges and hence, kept in abeyance since they are sub judice.
5.2 The Company has issued ADS which are listed on NYSE and the underlying Equity Shares, based on which such ADS have
been issued, are held by Citibank N.A. as the custodian. As on the Specified Date, 3,91,24,009 ADS are outstanding which
can be converted into 15,64,96,036 Equity Shares. If any of the outstanding ADS are converted into Equity Shares after the
Specified Date until the Bid Closing Date, there may be a decrease in the equity shareholding percentage of the members of
the Promoter Group and an increase in the equity shareholding percentage of the Public Shareholders as specified in paragraph
1.2 above. Depending upon the conversion of the ADS into Equity Shares, the Offer Shares may stand increased or decreased,
as the case may be.

14
5.3 As on the date of this Letter of Offer, there are no outstanding instruments in the nature of warrants or fully convertible
debentures or partly convertible debentures/ preference shares etc., which are convertible into Equity Shares at any later date.
Also, Equity Shares held by the members of the Promoter Group are not subject to any statutory lock-in. As on the date of
this Letter of Offer, the Acquirers do not directly hold any Equity Shares. The Company also does not have any partly paid-up
shares outstanding. Neither the Acquirers nor the members of the Promoter Group are participating in the Delisting Offer and
will not tender their Equity Shares in the reverse book building process as part of the Delisting Offer.
5.4 The total issued and paid-up capital structure of the Company as on the Specified Date, is as follows:
Paid-up Equity Shares No. of Equity Shares/ % of Share Capital/
Voting Rights Voting Rights
Fully paid-up Equity Shares (excluding the underlying Equity 3,56,10,08,835 95.79
Shares based on which ADS have been issued)
Fully paid-up Equity Shares (including the underlying Equity 3,71,75,04,871 100.00
Shares based on which ADS have been issued)
Partly paid-up Equity Shares 0 0
Total paid-up Equity Shares (excluding the underlying Equity 3,56,10,08,835 95.79
Shares based on which ADS have been issued)
Total paid-up Equity Shares (including the underlying Equity 3,71,75,04,871* 100.00
Shares based on which ADS have been issued)
Total voting rights in Target Company (including the voting rights 3,71,71,96,639* 99.99
relating to underlying Equity Shares based on which the ADS have
been issued)
*Note: The total issued and paid-up equity share capital of the Company consists of 3,71,75,04,871 Equity Shares out of
which, 3,08,232 Equity Shares are pending for allotment and not listed on the Stock Exchanges and hence, kept in abeyance
since they are sub judice.
5.5 The shareholding pattern of the Company, as on the Specified Date is as follows:
Particulars No. of Equity % of Total Number of Shares
Shares As a % of As a % of As a % of
(A+B) (A+B+C) (A+B+C+D)
Promoter and promoter group (A) 1,86,36,18,788 52.34% 50.14% 50.13%
Public Shareholders (B)
- Mutual funds 31,63,44,363 8.88% 8.51% 8.51%
- Alternative investment funds 14,85,154 0.04% 0.04% 0.04%
- Foreign portfolio investors 65,90,02,534 18.51% 17.73% 17.73%
- Financial institutions/ banks 20,98,39,041 5.89% 5.65% 5.64%
- Insurance companies 2,62,95,947 0.74% 0.71% 0.71%
- Qualified Institutional buyers 4,82,34,083 1.35% 1.30% 1.30%
- NBFCs registered with RBI 32,117 0.00% 0.00% 0.00%
- Individuals 26,91,62,210 7.56% 7.24% 7.24%
Others
- Body corporates 10,17,57,369 2.86% 2.74% 2.74%
- Shares held by Employee Trust 1,34,33,176 0.38% 0.36% 0.36%
- Any Other (incl. Foreign bodies, clearing 5,14,95,821 1.45% 1.39% 1.39%
members, NRI, HUF, Foreign nationals, overseas
corporate bodies, Trusts, IEPF)
Total (A+B) 3,56,07,00,603 100.00% 95.79% 95.78%
Equity Shares held by custodian against which 15,64,96,036 - 4.21% 4.21%
ADS have been issued (C )
Total ((A) + (B) + (C)) 3,71,71,96,639 - 100.00% 99.99%
Shares held in Abeyance category (D) 3,08,232 - - 0.01%
Total [(A)+(B)+(C)+(D)] 3,71,75,04,871* - - 100%
* The total issued and paid-up equity share capital of the Company consists of 371,75,04,871 Equity Shares out of which,
308,232 Equity Shares are pending for allotment and not listed on the Stock Exchanges and hence, kept in abeyance since they
are sub judice.
15
6 STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED
6.1 The Equity Shares are currently listed and traded on the Stock Exchanges. The Equity Shares are also ‘permitted to trade’ on
MSE. The ADS issued by the Company are listed on NYSE.
6.2 The Equity Shares are frequently traded in terms of Regulation 2(1)(j) of the Takeover Regulations.
6.3 The Acquirers are seeking to delist the Equity Shares from the Stock Exchanges and BSE and NSE, pursuant to their letters
each dated September 28, 2020, have granted their “in-principle” approval to the Delisting Offer. If delisting of Equity Shares
is successful, the ‘permitted to trade’ status given to Equity Shares by the MSE shall stand withdrawn and VRL (and/ or its
subsidiaries, as may be applicable) will also delist the ADS from NYSE and deregister the Company from the SEC, subject
to the requirements of the NYSE and the SEC.
6.4 No application for listing shall be made in respect of any Equity Shares which have been delisted pursuant to this Delisting
Offer for a period of 5 years from the date of delisting except where a recommendation in this regard has been made by the
Board for Industrial and Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act, 1985.
6.5 Any application for listing made in future by the Company after the aforementioned period in respect of delisted Equity
Shares shall be deemed to be an application for fresh listing of such Equity Shares and shall be subject to the then prevailing
laws relating to listing of equity shares of unlisted companies.
6.6 The Acquirers propose to acquire the Offer Shares pursuant to the reverse book building process through the Acquisition
Window Facility, i.e., separate acquisition window in form of web based bidding platform provided by BSE, in accordance
with the stock exchange mechanism (the “Acquisition Window Facility” or “Offer to Buy (OTB)”), conducted in accordance
with the terms of the Delisting Regulations and the SEBI Circulars.
7 LIKELY POST SUCCESSFUL DELISTING OFFER SHAREHOLDING PATTERN OF THE COMPANY
7.1 The most likely post-delisting shareholding of the Company, pursuant to a successful completion of the Delisting Offer in
terms of the Delisting Regulations will be as follows:
Particulars No. of equity % of total no. of % of total no. of
shares shares excluding shares including
ADS (A+B) ADS (A+B+C)
Members of the Promoter Group (A) 3,55,81,70,831 99.92 95.71
Public shareholders (B) 28,38,004 0.08 0.08
 - Vedanta Limited - unclaimed suspense account 7,21,527 0.02 0.02
 - Others* 18,08,245 0.05 0.05
 - Shares in abeyance category 3,08,232 0.01 0.01
Total (A+B) 3,56,10,08,835** 100.00 95.79
Assuming full conversion of Equity Shares held by 15,64,96,036 4.21
custodian against which ADS have been issued (C )
Total (A+B+C) 3,71,75,04,871** 100.00
*This includes sub-judice and other categories.
**The total issued and paid-up equity share capital of the Company consists of 3,71,75,04,871 Equity Shares out of which,
3,08,232 Equity Shares are pending for allotment and not listed on the Stock Exchanges and hence, kept in abeyance since
they are sub judice.
8 MANAGER TO THE DELISTING OFFER
8.1 The Acquirers have appointed J.P. Morgan India Private Limited having their registered office at J.P. Morgan Tower, Off.
C.S.T. Road, Kalina Santacruz - East, Mumbai 400098 as “Manager to the Offer”. Tel. no. +91 22 6157 3000; Fax no. +91
22 6157 3911; Email: vedanta_delist@jpmorgan.com; Contact person: Mr. Shagun Gupta.
9 REGISTRAR TO THE DELISTING OFFER
9.1 The Acquirers have appointed KFin Technologies Private Limited (formerly known as Karvy Fintech Private Limited)
having its registered office at Selenium Building, Tower B, Plot No. 31 & 32, Gachibowli, Financial District Nanakramguda,
Serilingampally, Hyderabad, Rangareddi - 500032, Telangana, as “Registrar to the Offer”. Tel. no.: +91 040 6716 2222/
1-800-34-54001; Fax no.: +91 040 2343  1551; Email: vedanta.delisting@kfintech.com; and Contact person: Mr. Murali
Krishna.

16
10 DETAILS OF THE BUYER BROKER
10.1 VHML and VHML II have appointed DAM Capital Advisors Limited having its registered office at One BKC, Tower C,
15th Floor, Unit No. 1511, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, as “Buyer Broker”. Tel. no.: 91-22-
4202 2584 ; Fax no.: 91-22-4202 2504; Email: rajesh@damcapital.in and Contact person: Mr. Rajesh Tekadiwala.
11 STOCK EXCHANGE DATA REGARDING THE COMPANY
11.1 The Equity Shares are frequently traded on NSE as per the definition of “frequently traded” under Regulation 2(1)(j) of the
Takeover Regulations.
11.2 The high, low and average market prices in the preceding 3 financial years and the monthly high and low market prices for
the 6 months preceding the date of the Letter of Offer and the corresponding volumes, on NSE (stock exchange where the
Company’s Equity Shares are most frequently traded) are as follows:
Preceding 3 financial years
Period High(1) (INR) Low(1) (INR) Average Price(1) (INR)
April 1, 2017 - March 31, 2018 355.7 217.8 292.8
April 1, 2018 - March 31, 2019 313.5 145.8 219.0
April 1, 2019 - March 31, 2020 195.1 60.2 148.6
Source: www.nseindia.com
Notes:
(1) High and low price for the period are based on intra-day prices and average price is based on average of closing price.
(2) The aforesaid figures may be slightly different than the actual figures due to rounding off.
Preceding 6 months
Period High(1) (INR) Low(1) (INR) Number of Equity Shares
traded in the period
March 2020 122.2 60.2 66,66,60,020
April 2020 91.0 62.2 66,37,27,258
May 2020 98.0 77.1 80,52,07,271
June 2020 113.5 92.75 60,91,66,340
July 2020 117.9 103.65 48,18,14,702
August 2020 134.7 112.7 39,70,14,983
Source: www.nseindia.com
Notes:
(1) High and low price for the period are based on intra-day prices.
(2) The aforesaid figures may be slightly different than the actual figures due to rounding off.
11.3 The high, low and average market prices in the preceding 3 financial years and the monthly high and low market prices for
the 6 months preceding the date of the Letter of Offer and the corresponding volumes, on BSE are as follows:
Preceding 3 financial years
Period High(1) (INR) Low(1) (INR) Average Price(1) (INR)
April 1, 2017 - March 31, 2018 355.7 218.0 292.7
April 1, 2018 - March 31, 2019 313.5 145.9 219.0
April 1, 2019 - March 31, 2020 195.0 60.3 148.6
Source: www.bseindia.com
Notes:
(1) High and low price for the period are based on intra-day prices and average price is based on average of closing price.
(2) The aforesaid figures may be slightly different than the actual figures due to rounding off.

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 Preceding 6 months
Period High(1) (INR) Low(1) (INR) Number of Equity Shares
traded in the period
March 2020 122.0 60.3 3,15,14,297
April 2020 90.8 62.4 2,65,32,387
May 2020 98.2 77.1 3,46,00,123
June 2020 113.5 92.8 4,51,86,624
July 2020 117.9 103.75 2,13,34,016
August 2020 134.7 112.5 2,19,36,358
Source: www.bseindia.com
Notes:
(1) High and low price for the period are based on intra-day prices.
(2) The aforesaid figures may be slightly different than the actual figures due to rounding off.
12 DETERMINATION OF THE FLOOR PRICE
12.1 The Acquirers propose to acquire the Equity Shares from the Public Shareholders pursuant to the reverse book building
process established in terms of Schedule II of the Delisting Regulations.
12.2 The Equity Shares are currently listed and traded on the Stock Exchanges and have ‘permitted to trade’ status in the MSE.
The scrip code and the security ID of the Company on BSE are “500295” and “VEDL”, respectively. The Equity Shares are
placed under “A” group and are also part of S&P BSE 100. The symbol of the Company on NSE is “VEDL” and is part of
NIFTY 500.
12.3 The annualized trading turnover based on the trading volume of the Equity Shares on BSE and NSE during the period from
May 2, 2019 to April 30, 2020 (i.e., 12 calendar months prior to the month of the Stock Exchanges Notification Date) is as
under:
Stock Exchange Total shares traded Total listed shares Trading (as a percentage of the total listed shares)
(%)
NSE 3,92,55,21,328 3,71,71,96,639 105.6%
BSE 21,45,37,897 3,71,71,96,639 5.8%
Source: Certificate dated May 18, 2020 issued by Price Waterhouse & Co LLP.
12.4 As mentioned in paragraph 11.1 of this Letter of Offer, the Equity Shares are frequently traded in terms of Regulation 2(1)(j)
of the Takeover Regulations.
12.5 As required under Regulation 15(2) of the Delisting Regulations, the floor price of the Delisting Offer is required to be
determined in terms of Regulation 8 of the Takeover Regulations, as may be applicable. As per the Explanation to Regulation
15(2) of the Delisting Regulations, the reference date for computing the floor price would be the date on which the recognized
stock exchanges were notified of the board meeting in which the delisting proposal would be considered, i.e., May 12, 2020.
12.6 In terms of Regulation 8 of the Takeover Regulations, the floor price shall be the higher of the following:
(a) the highest negotiated price per share of the target company for any acquisition under the agreement Not Applicable
attracting the obligation to make a public announcement of an open offer.
(b) the volume-weighted average price paid or payable for acquisitions, whether by the acquirer or by any INR 64.89*
person acting in concert with him, during the fifty-two weeks immediately preceding the date of the
public announcement.
(c) the highest price paid or payable for any acquisition, whether by the acquirer or by any person INR 64.89*
acting in concert with him, during the twenty six weeks immediately preceding the date of the public
announcement.
(d) the volume-weighted average market price of such shares for a period of sixty trading days immediately INR 87.25*
preceding the date of the public announcement as traded on the stock exchange where the maximum
volume of trading in the shares of the target company are recorded during such period, provided such
shares are frequently traded.

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 (e) where the shares are not frequently traded, the price determined by the acquirer and the manager to Not Applicable
the open offer taking into account valuation parameters including, book value, comparable trading
multiples, and such other parameters as are customary for valuation of shares of such companies.
(f) the per share value computed under sub-regulation (5), if applicable. Not Applicable
* Based on certificate dated May 18, 2020 issued by Price Waterhouse & Co LLP.
12.7 The Company, on May 18, 2020, received the Floor Price Letter from VRL, providing the details of the Floor Price along with
a certificate issued by Price Waterhouse & Co LLP, certifying the Floor Price for the Delisting Offer to be INR 87.25/- (Indian
Rupees Eighty Seven and Twenty Five Paise only) per Equity Share determined in accordance with the Delisting Regulations.
The Floor Price was notified to the Stock Exchanges as part of the outcome of the meeting of the Board held on May 18, 2020.
13 DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE
13.1 The Acquirers propose to acquire the Offer Shares pursuant to the reverse book building process through the Acquisition
Window Facility or OTB, conducted in accordance with the terms of the Delisting Regulations and the SEBI Circulars.
13.2 All Public Shareholders can tender their Offer Shares during the Bid Period as set out in paragraphs 16 and 23 of this Letter
of Offer.
13.3 The minimum price per Offer Share payable by the Acquirers pursuant to the Delisting Offer shall be determined in accordance
with the Delisting Regulations and will be the price at which the shareholding of the members of the Promoter Group reaches
90% of the total issued and paid-up equity share capital of the Company, excluding the Equity Shares which are then held by
a custodian and against which ADS have been issued, pursuant to the reverse book building process specified in Schedule II
of Delisting Regulations, which shall not be lower than the Floor Price (“Discovered Price”).
13.4 The Acquirers indicated their willingness to accept Equity Shares tendered by the Public Shareholders in the Delisting Offer
at a price of INR 87.50 (Indian Rupees Eighty Seven and Fifty Paise only) per Equity Share, i.e., the Indicative Offer Price.
Indicative Offer Price should in no way be construed either as an obligation/ restriction on VRL and/ or its subsidiaries to
accept the Equity Shares tendered in the Delisting Offer at a price lower than, equal to or higher than the Indicative Offer Price
or as a restriction on the Public Shareholders to tender the Equity Shares at price higher than the Indicative Offer Price.
13.5 The Acquirers are under no obligation to accept the Discovered Price. The Acquirers may, at their discretion, subject to the
terms and conditions as set out in the Public Announcement and this Letter of Offer:
a) accept the Discovered Price;
b) offer a price higher than the Discovered Price; or
c) offer a Counter Offer Price.
13.6 The “Exit Price” shall be:
a) the Discovered Price, if accepted by the Acquirers;
b) a price higher than the Discovered Price, if offered by the Acquirers at their discretion; or
c) the Counter Offer Price offered by the Acquirers at their sole and absolute discretion which, pursuant to acceptance and/
or rejection by Public Shareholders, results in the shareholding of the members of the Promoter Group reaching 90% of
the total issued and paid-up equity share capital of the Company, excluding the Equity Shares which are then held by a
custodian and against which ADS have been issued.
13.7 The Acquirers shall announce the Discovered Price and their decision to accept or reject the Discovered Price/ offer a price
higher than the Discovered Price/ offer a Counter Offer Price, as applicable, in the same newspapers in which the Public
Announcement was published, in accordance with the timetable set out in paragraph 23 of this Letter of Offer.
13.8 Once the Acquirers announce the Exit Price, the Acquirers will acquire, subject to the terms and conditions set out in the
Public Announcement and this Letter of Offer, all the Offer Shares validly tendered at a price not exceeding the Exit Price, for
a cash consideration equal to the Exit Price for each such validly tendered Offer Share. The Acquirers will not accept Offer
Shares offered at a price that exceeds the Exit Price.

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13.9 If the Acquirers do not accept the Discovered Price in terms of Regulation 16 of the Delisting Regulations or the Delisting
Offer fails in terms of Regulation 17 of the Delisting Regulation:
a) the Acquirers will have no right or obligation to acquire the Offer Shares tendered in the Delisting Offer;
b) the Acquirers, through the Manager to the Offer, will within 5 working days of closure of the Bid Period announce such
rejection of the Discovered Price or failure of the Delisting Offer, through an announcement in all newspapers where the
Public Announcement was published;
c) No final application for delisting shall be made before the Stock Exchanges;
d) The lien on the Equity Shares tendered in the Delisting Offer will be released and such Equity Shares shall be returned
to the respective Public Shareholders within 10 working days from the closure of the Bid Period in accordance with
Regulation 19(2)(a) of the Delisting Regulations; and
e) The Escrow Accounts opened in accordance with Regulation 11 of the Delisting Regulations shall be closed.
14 MINIMUM ACCEPTANCE AND SUCCESS CONDITIONS TO THE DELISTING OFFER
The acquisition of Offer Shares by the Acquirers pursuant to the Delisting Offer and the successful delisting of the Company
pursuant to the Delisting Offer are conditional upon:
14.1 The Acquirers deciding in their sole and absolute discretion to accept the Discovered Price or offer a price higher than the
Discovered Price, or offer a Counter Offer Price which, pursuant to acceptance and/ or rejection by Public Shareholders,
results in the shareholding of the members of the Promoter Group reaching 90% of the total issued and paid-up equity share
capital of the Company, excluding the Equity Shares which are then held by a custodian and against which ADS have been
issued. It may be noted that notwithstanding anything contained in the Public Announcement and this Letter of Offer, the
Acquirers reserve the right to accept or reject the Discovered Price if it is higher than the Floor Price;
14.2 A minimum number of 1,34,12,89,164 Offer Shares being tendered at or below the Exit Price, prior to the closure of Bid
Period i.e., on the Bid Closing Date, so as to cause the cumulative number of Equity Shares held by the Acquirers together
with other members of the Promoter Group (as on the Specified Date, taken together with the Equity Shares acquired through
the Acquisition Window Facility or OTB) to be equal to or in excess of 3,20,49,07,952 Equity Shares or such higher or lower
number of Equity Shares on account of conversion of ADS into Equity Shares (up to the Bid Closing Date) as stated in
paragraphs 5.2 and 1.2 of this Letter of Offer, as the case may be, constituting 90% of the total issued and paid-up equity share
capital of the Company as on the Bid Closing Date;
14.3 A minimum number of Public Shareholders (i.e., 25% of number of Public Shareholders) holding Equity Shares in
dematerialized mode as on May 18, 2020 shall participate in the reverse book building process, in accordance with Regulation
17(b) of the Delisting Regulations, provided that if the Acquirers along with Manager to the Offer demonstrate to the Stock
Exchanges that they have delivered the Letter of Offer to all the Public Shareholders either through registered post or speed
post or courier or hand delivery with proof of delivery or through email as a text or as an attachment to email or as a notification
providing electronic link or uniform resource locator including a read receipt (referred to as the “Letter of Offer Delivery
Requirement”), then the mandatory participation of aforementioned number of Public Shareholders is not applicable.
Pursuant to Explanation I to Regulation 17(1)(b) of the Delisting Regulations, the Letter of Offer Delivery Requirement is
deemed to have been complied with if: (a) the Acquirers or the Manager to the Offer dispatch the Letter of Offer to all the
Public Shareholders by registered post or speed post through the India Post and is able to provide a detailed account regarding
the status of delivery of the Letter of Offer (whether delivered or not) sent through India Post; (b) the Acquirers or the Manager
to the Offer are/ is unable to deliver the Letter of Offer to certain Public Shareholders by modes other than speed post or
registered post of India Post, efforts should have been made to dispatch the Letter of Offer to them by speed post or registered
post of India Post and is able to provide a detailed account regarding the status of delivery of the Letter of Offer (whether
delivered or not) sent through India Post;
14.4 The Acquirers will obtain requisite statutory approvals, if any, required for the delisting as stated in paragraph 24 of this Letter
of Offer; and
14.5 There being no amendments to the Delisting Regulations or other applicable laws or regulations or conditions imposed by
any regulatory/ statutory authority/ body or order from a court or competent authority which would in the sole opinion of the
Acquirers, prejudice the Acquirers from proceeding with the Delisting Offer. Provided that withdrawal of the Delisting Offer
on this count shall be subject to the receipt of regulatory approvals, if any, as may be required for the same.

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15 ACQUISITION WINDOW FACILITY
15.1 Pursuant to the Delisting Regulations, the Acquirers are required to facilitate tendering of the Equity Shares held by the
Public Shareholders and the settlement of the same, through the stock exchange mechanism provided by SEBI. SEBI, vide
SEBI Circular dated April 13, 2015 on ‘Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-
Offers under Takeovers, Buy Back and Delisting’ and its circular dated December 9, 2016 on ‘Streamlining the process
for Acquisition of Shares pursuant to Tender-Offers made for Takeovers, Buyback and Delisting of Securities’ (the “SEBI
Circulars”) sets out the procedure for tendering and settlement of Equity Shares through the Stock Exchanges (the “Stock
Exchange Mechanism”).
15.2 Further, the SEBI Circulars provide that the Stock Exchanges shall take necessary steps and put in place the necessary
infrastructure and systems for implementation of the Stock Exchange Mechanism and to ensure compliance with requirements
of the SEBI Circulars. Pursuant to the SEBI Circulars, the Stock Exchanges have issued guidelines detailing the mechanism
for acquisition of shares through Stock Exchanges.
15.3 The Acquirers have chosen Acquisition Window Facility or OTB provided by BSE as the designated stock exchange.
15.4 The cumulative quantity tendered shall be displayed on the website of BSE at specific intervals during Bid Period.
16 DATES OF OPENING AND CLOSING OF BID PERIOD
16.1 All the Public Shareholders holding Equity Shares are eligible to participate in the reverse book building process by tendering
the whole or part of the Equity Shares held by them through the Acquisition Window Facility or OTB at or above the Floor
Price. Any holder of the ADS will not be entitled to participate in the reverse book building process unless it converts ADS
into Equity Shares.
16.2 The period during which the Public Shareholders may tender their Equity Shares pursuant to the reverse book building process
(the “Bid Period”) shall commence on October 05, 2020 (the “Bid Opening Date”) and close on October 09, 2020 (the “Bid
Closing Date”). During the Bid Period, Bids will be placed in the Acquisition Window Facility by the Public Shareholders
through their respective stock brokers registered with BSE during normal trading hours of secondary market on or before the
Bid Closing Date. Any change to the Bid Period will be notified by way of a corrigendum/ addendum in the newspapers where
the Public Announcement was published.
16.3 The Public Shareholders should note that the Bids are required to be uploaded in the Acquisition Window Facility or OTB on
or before the Bid Closing Date for being eligible for participation in the Delisting Offer. Bids not uploaded in the Acquisition
Window Facility or OTB will not be considered for delisting purposes and will be rejected.
16.4 The Public Shareholders should submit their Bids through their respective Seller Member. Thus, Public Shareholders should
not send Bids to Company/ Acquirers/ Manager to the Offer/ Registrar to the Offer.
16.5 Bids received after close of trading hours on the Bid Closing Date may not be considered for the purpose of determining the
Discovered Price payable for the Equity Shares by the Acquirers pursuant to the reverse book building process.
16.6 This Letter of Offer inviting the Public Shareholders (along with necessary forms and detailed instructions) to tender their
Equity Shares by way of submission of “Bids” will be dispatched as indicated in paragraph 23 of this Letter of Offer.
17 PROCEDURE FOR TENDERING
17.1 During the Bid Period, the Bids shall be placed through the Acquisition Window Facility or OTB by the Public Shareholders
through their respective Seller Member during normal trading hours of the secondary market. The Seller Members can enter
orders for Equity Shares which are held in dematerialized form as well as physical form.
17.2 The Letter of Offer (along with necessary forms and instructions) inviting the Public Shareholders to tender their Equity
Shares to the Acquirers will be dispatched to the Public Shareholders by the Acquirers whose names appear on the register
of members of the Company and to the owner of the Equity Shares whose names appear as beneficiaries on the records of
the respective depositories at the close of business hours on the Specified Date (as indicated in paragraph 23 of this Letter of
Offer).
17.3 For further details on the schedule of activities, please refer to paragraph 23 of this Letter of Offer.
17.4 In the event of an accidental omission to dispatch the Letter of Offer or non-receipt of the Letter of Offer by any Public
Shareholder, such Public Shareholder may obtain a copy of the Letter of Offer by writing to the Registrar to the Offer at their
address given in paragraph 9 of this Letter of Offer, clearly marking the envelope “Vedanta Limited - Delisting Offer 2020”.
Alternatively, the Public Shareholders may obtain copies of the Letter of Offer from the website of the Stock Exchanges i.e.,
www.bseindia.com and www.nseindia.com, or, from the website of the Registrar to the Offer, at www.kfintech.com.

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17.5 Procedure to be followed by Public Shareholders holding Offer Shares in dematerialized form
a) Public Shareholders who desire to tender their Offer Shares in the electronic form under the Delisting Offer would have
to do so through their respective Seller Member by indicating the details of the Offer Shares they intend to tender under
the Delisting Offer. The Public Shareholders should not send Bids to the Company/ Acquirers/ Manager to the Offer/ the
Registrar to the Offer.
b) After the Bids have been placed by the Public Shareholders, the Bids will be transferred to the respective Seller Member’s
pool account, who will in-turn tender the Offer Shares to the early pay-in mechanism of the Clearing Corporation.
c) The details of settlement number shall be informed in the issue opening circular/ notice that will be issued by BSE/
Clearing Corporation before the Bid Opening Date.
d) For custodian participant orders for Equity Shares in dematerialized form, early pay-in is mandatory prior to confirmation
of the relevant order by the custodian. The custodian shall either confirm or reject the orders not later than the closing of
trading hours on the last day of the Bid Period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all
confirmed custodian participant orders, any modification to an order shall be deemed to revoke the custodian confirmation
relating to such order and the revised order shall be sent to the custodian again for confirmation.
e) Upon placing the Bid, a Seller Member shall provide a TRS generated by the exchange bidding system to the Public
Shareholder. The TRS will contain the details of the order submitted such as Bid ID No., DP ID, Client ID, no. of Offer
Shares tendered and price at which the Bid was placed.
f) Please note that submission of Bid Form and TRS is not mandatorily required in case of Equity Shares held in
dematerialised form.
g) The Clearing Corporation will hold in trust the Offer Shares until the Acquirers complete their obligations under the
Delisting Offer in accordance with the Delisting Regulations.
h) The Public Shareholders will have to ensure that they keep the DP account active and unblocked to receive credit in case of
return of Equity Shares due to rejection. Further, Public Shareholders will have to ensure that they keep the saving account
attached with the DP account active and updated to receive credit remittance due to acceptance of Offer Shares tendered
by them.
i) In case of non-receipt of the Letter of Offer/ Bid Form, Public Shareholders holding Equity Shares in dematerialized form
can make an application in writing on plain paper, signed by the respective Public Shareholder, stating name and address,
Client ID, DP name/ ID, beneficiary account number and number of Equity Shares tendered for the Delisting Offer. Public
Shareholders will be required to approach their respective Seller Member and have to ensure that their Bid is entered by
their Seller Member in the electronic platform to be made available by BSE before the Bid Closing Date.
17.6 Procedure to be followed by Public Shareholders holding Offer Shares in physical form
a) The Public Shareholders who hold Offer Shares in physical form and intend to participate in the Delisting Offer will be
required to approach their respective Seller Member along with the complete set of documents for verification procedures
to be carried out including as below:
i. original share certificate(s);
ii. valid share transfer form(s) duly filled and signed by the transferors (i.e., by all registered shareholders in the same
order and as per the specimen signatures registered with the Company) and duly witnessed at the appropriate place
authorizing the transfer. Attestation, where required, (thumb impressions, signature difference, etc.) should be done by
a magistrate/ notary public/ bank manager under their official seal;
iii. self-attested PAN card copy (in case of joint holders, PAN card copy of all transferors);
iv. Bid Form duly signed (by all Public Shareholders in cases where Offer Shares are held in joint names) in the same
order in which they hold the Offer Shares;
v. any other relevant documents such as power of attorney, corporate authorization (including board resolution/ specimen
signature), notarized copy of death certificate and succession certificate or probated will, if the original shareholder
has deceased, etc., as applicable. In addition, if the address of the Public Shareholder has undergone a change from
the address registered in the register of members of the Company, the Public Shareholder would be required to submit
a self-attested copy of proof of address consisting of any one of the following documents: valid aadhar card, voter
identity card or passport;
vi. Declaration by joint holders consenting to tender Offer Shares in the Delisting Offer, if applicable, and
vii. FATCA and CRS forms for individual/ non individual shareholders.

22
 b) Upon placing the Bid, the Seller Member shall provide a TRS generated by the exchange bidding system to the Public
Shareholder. The TRS will contain the details of the order submitted such as folio no., certificate no., distinctive no., no. of
Offer Shares tendered and the price at which the Bid was placed.
c) The Seller Member/ Public Shareholder should ensure the documents (as mentioned in this paragraph 17.6(a) of this Letter
of Offer) above are delivered along with TRS either by registered post or courier or by hand delivery to the Registrar to the
Offer (at the address mentioned in paragraph 9 of this Letter of Offer) within 2 days of bidding by the Seller Member. The
envelope should be marked as “Vedanta Limited - Delisting Offer 2020”.
d) Public Shareholders holding Offer Shares in physical form should note that the Offer Shares will not be accepted unless the
complete set of documents is submitted. Acceptance of the Offer Shares by the Acquirers shall be subject to verification
of documents. The Registrar to the Offer will verify such Bids based on the documents submitted on a daily basis and
until such time as BSE shall display such Bids as ‘unconfirmed physical bids’. Once, the Registrar to the Offer confirms
the Bids, it will be treated as ‘confirmed bids’. Bids of Public Shareholders whose original share certificate(s) and other
documents (as mentioned in this paragraph 17.6(a) of this Letter of Offer) along with TRS are not received by the Registrar
to the Offer 2 days after the Bid Closing date shall liable to be rejected.
e) In case of non-receipt of the Letter of Offer/ Bid Form, Public Shareholders holding Offer Shares in physical form can
make an application in writing on plain paper, signed by the respective Public Shareholder, stating name and address, folio
no., share certificate no., no. of Offer Shares tendered for the Delisting Offer and the distinctive nos. thereof, enclosing the
original share certificate(s) and other documents (as mentioned in this paragraph 17.6(a) of this Letter of Offer). Public
Shareholders will be required to approach their respective Seller Member and have to ensure that their Bid is entered by
their Seller Member in the electronic platform to be made available by BSE, before the Bid Closing Date.
f) The Registrar to the Offer will hold in trust the share certificate(s) and other documents (as mentioned in this paragraph
17.6(a) of this Letter of Offer) until the Acquirers complete their obligations under the Delisting Offer in accordance with
the Delisting Regulations.
g) Please note that submission of Bid Form and TRS along with original share certificate(s) is mandatorily required in
case of Equity Shares held in physical form.
17.7 If the Public Shareholders do not have any stock broker registered with BSE, then those Public Shareholders can approach any
stock broker registered with BSE and can make a bid by using quick UCC facility through that stock broker registered with
BSE after submitting the details as may be required by the stock broker in compliance with the applicable SEBI regulations.
17.8 Public Shareholders, who have tendered their Offer Shares by submitting Bids pursuant to the terms of the Public
Announcement and this Letter of Offer, may withdraw or revise their Bids upwards not later than 1 day before the Bid Closing
Date. Downward revision of Bids shall not be permitted. Any such request for revision or withdrawal of the Bids should be
made by the Public Shareholder through their respective Seller Member, through whom the original Bid was placed, not later
than 1 day before the Bid Closing Date. Any such request for revision or withdrawal of Bids received after normal trading
hours of the secondary market 1 day before the Bid Closing Date will not be accepted. Any such request for withdrawal or
upward revision should not be made to the Company/ Acquirers/ Registrar to the Offer/ Manager to the Offer.
17.9 The cumulative quantity tendered shall be made available on BSE’s website i.e., www.bseindia.com throughout the trading
session and will be updated at specific intervals during the Bid Period.
17.10 The Offer Shares to be acquired under the Delisting Offer are to be acquired free from all liens, charges, and encumbrances
and together with all rights attached thereto. Offer Shares that are subject to any lien, charge or encumbrances are liable to be
rejected.
17.11 Public Shareholders holding Offer Shares under multiple folios are eligible to participate in the Delisting Offer.
17.12 In terms of Regulation 16(1A) of the Delisting Regulations, the Acquirers are entitled (but not obligated) to make a counter
offer at the Counter Offer Price (i.e., a price to be intimated by the Acquirers, which is lower than the Discovered Price but not
less than the book value of the Company as certified by a merchant banker), at their sole and absolute discretion. The counter
offer is required to be announced by issuing a public announcement of counter offer (“Counter Offer PA”) within 2 working
days of the Bid Closing Date. The Counter Offer PA will contain inter alia details of the Counter Offer Price, the book value
per Equity Share, the revised schedule of activities and the procedure for participation and settlement in the counter offer. In
this regard, Public Shareholders are requested to note that, if a counter offer is made:
a) All Offer Shares tendered by Public Shareholders during the Bid Period and not withdrawn as per paragraph 17.12(b)
below, along with Offer Shares which are additionally tendered by them during the counter offer, will be considered as
having been tendered in the counter offer at the Counter Offer Price.

23
 b) Public Shareholders who have tendered Offer Shares during the Bid Period and thereafter wish to withdraw from
participating in the counter offer (in part or full) have the right to do so within 10 working days from the date of issuance of
the Counter Offer PA. Any such request for withdrawal should be made by the Public Shareholder through their respective
Seller Member through whom the original Bid was placed. Any such request for withdrawal received after normal trading
hours of the secondary market on the 10th working day from the date of issuance of the Counter Offer PA will not be
accepted.
c) Offer Shares which have not been tendered by Public Shareholder during the Bid Period can be tendered in the counter
offer in accordance with the procedure for tendering that will be set out in the Counter Offer PA.
18 METHOD OF SETTLEMENT
Upon finalization of the basis of acceptance as per the Delisting Regulations:
18.1 The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.
18.2 The Acquirers shall pay the consideration payable towards purchase of the Offer Shares accepted during the Delisting Offer,
to the Buyer Broker who in turn will transfer the funds to the Clearing Corporation, on or before the pay-in date for settlement
as per the secondary market mechanism. For the Offer Shares acquired in dematerialised form, the Public Shareholders
will receive the consideration in their bank account attached to the depository account from the Clearing Corporation. If
bank account details of any Public Shareholder are not available or if the fund transfer instruction is rejected by the RBI or
the relevant bank, due to any reason, then the amount payable to the relevant Public Shareholder will be transferred to the
concerned Seller Members for onward transfer to such Public Shareholder. For the Offer Shares acquired in physical form, the
Clearing Corporation will release the funds to the Seller Member as per the secondary market mechanism for onward transfer
to Public Shareholders.
18.3 In case of certain client types viz. non-resident Indians, non-resident clients etc. (where there are specific RBI and other
regulatory requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out will be
given to their respective Seller Member’s settlement accounts for releasing the same to their respective Public Shareholder’s
account onward. For this purpose, the client type details will be collected from the depositories whereas funds pay-out
pertaining to the bids settled through custodians will be transferred to the settlement bank account of the custodian, each in
accordance with the applicable mechanism prescribed by BSE and the Clearing Corporation from time to time.
18.4 The Offer Shares acquired in dematerialised form would either be transferred directly to the account of either of the Acquirers
provided it is indicated by the Buyer Broker or it will be transferred by the Buyer Broker to the account of either of the
Acquirers on receipt of the Offer Shares pursuant to the clearing and settlement mechanism of BSE. Offer Shares acquired in
physical form will be transferred directly to VHML by the Registrar to the Offer.
18.5 In case of rejected dematerialised Offer Shares, if any, tendered by the Public Shareholders, the same would be transferred
by the Clearing Corporation directly to the respective Public Shareholder’s DP account, as part of the exchange pay-out
process. If the securities transfer instruction is rejected in the depository system, due to any issue then such securities will
be transferred to the Seller Member’s depository pool account for onward transfer to the eligible shareholder. The Seller
Member/ custodian participants would return these unaccepted Offer Shares to their respective clients (i.e., the relevant Public
Shareholder(s)) on whose behalf the Bids have been placed. Offer Shares tendered in physical form will be returned to the
respective Public Shareholders directly by Registrar to the Offer.
18.6 The Seller Member would issue a contract note and pay the consideration to the respective Public Shareholder whose Offer
Shares are accepted under the Delisting Offer. The Buyer Broker would also issue a contract note to the Acquirers for the Offer
Shares accepted under the Delisting Offer.
18.7 Public Shareholders who intend to participate in the Delisting Offer should consult their respective Seller Member for payment
of any cost, charges and expenses (including brokerage) that may be levied by the Seller Member upon the Public Shareholders
for tendering their Offer Shares in the Delisting Offer (secondary market transaction). The consideration received by the
Public Shareholders from their respective Seller Member, in respect of accepted Offer Shares, could be net of such costs,
charges and expenses (including brokerage) and the Acquirers, the Company, the Manager to the Offer and the Registrar to
the Offer accept no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred by
the Public Shareholders.
19 PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID
19.1 The Public Shareholders may submit their Bids to the Seller Member during the Bid Period. Additionally, once the Equity
Shares have been delisted from the Stock Exchanges, the Public Shareholders who either do not tender their Equity Shares
in the Delisting Offer or whose Offer Shares have not been acquired by the Acquirers because the price quoted by them was

24
 higher than the Exit Price (the “Residual Public Shareholders”) may offer their Offer Shares for sale to the Acquirers at the
Exit Price for a period of 1 year following the date of the delisting of the Equity Shares from the Stock Exchanges (“Exit
Window”). A separate offer letter in this regard will be sent to these Residual Public Shareholders explaining the procedure
for tendering their Offer Shares. Such Residual Public Shareholders may tender their Offer Shares by submitting the required
documents to the Registrar to the Offer during the Exit Window.
20 PROCESS FOR ADS HOLDERS
20.1 In accordance with the Delisting Regulations, the holders of ADS (and ADRs evidencing the ADS, if applicable) will not be
entitled to participate in the Delisting Offer, unless they covert their ADS into Equity Shares.
20.2 ADS holders who present their ADS (or ADRs, if applicable) for cancellation to the depositary (i.e., Citibank, N.A.,
(“Depositary”)) will be able to take possession of the corresponding Equity Shares in book-entry form only and, as a result,
they must have, or must establish, a custodian or brokerage (demat) account in India to receive such Equity Shares prior
to presenting their ADS to the Depositary for cancellation. Establishing such custodian or brokerage (demat) account may
be subject to delay as a result of operational procedures and as the opening of such account may be subject to regulatory
approvals in India.
20.3 Please be advised that if any ADS holder converts its ADS into Equity Shares, and the Delisting Offer fails for any reason,
there is no assurance that such holder would be able to deposit its Equity Shares and obtain ADS. Issuance of ADS against
deposit of Equity Shares is subject to various requirements as set forth in the ADR Deposit Agreement. In particular, in
accordance with applicable regulations of the RBI and the Ministry of Finance, the Depositary will only be able to accept
Equity Shares for deposit into the ADS facility to the extent that there have previously been withdrawals of Equity Shares.
21 DELISTING AMERICAN DEPOSITARY SHARES FROM NYSE AND TERMINATION OF ADR
PROGRAMME
21.1 If the Delisting Offer is successful, the Company intends to delist its ADS from NYSE and terminate its ADR programme
and the ADR Deposit Agreement. The Company will continue to be subject to reporting obligations under the U.S. Securities
Exchange Act of 1934 (the “Exchange Act”) until such time as it can terminate its registration under the Exchange Act.
21.2 Upon the determination and / or acceptance of the Exit Price by the Acquirers, the Company intends to provide a notice to the
NYSE announcing its intention to delist its ADS from the NYSE. On or about the 10th day after giving the delisting notice, the
Company intends to file a Form 25 with the SEC to effect the delisting from the NYSE. The delisting will become effective
10 days after such filing.
21.3 Simultaneously with giving delisting notice to the NYSE, the Company intends to give a notice to the Depositary of the
termination of the ADR programme and the ADR Deposit Agreement. Depositary shall thereafter distribute notice of such
termination to the ADS holders at least 30 days prior to the date of such termination. The termination of the ADR Deposit
Agreement will become effective 30 days from the date of distribution of such notice (“Programme Termination Date”).
21.4 As a result of such termination, ADS holders will have until 30 days from the Programme Termination Date to decide
whether to retain their interest in the Equity Shares. At any time until 30 days from the Programme Termination Date, each
ADS holder shall be entitled, subject to the terms and conditions of the ADR Deposit Agreement, to surrender its ADS and
to obtain the delivery of the Equity Shares relative to each ADS held by it, upon payment by the holder of any sums payable
to the Depositary or to the custodian in connection therewith for such delivery of Equity Shares. As described above under
paragraph 20.2 of this Letter of Offer, ADS holders who present their ADS (or ADRs, if applicable) for cancellation will
be able to take possession of the corresponding Equity Shares in book-entry form only and, as a result, they must have, or
establish, a custodian or brokerage (demat) account in India to receive such Equity Shares prior to presenting their ADS to
the Depositary for cancellation. As each ADS represents 4 Equity Shares, an ADS holder will receive 4 Equity Shares for
each ADS which is surrendered by the holder to the Depositary for cancellation. Further, as described above in paragraph
19.1 of this Public Announcement, ADS holders who present their ADS (or ADRs if applicable) for cancellation and receive
Equity Shares at any time prior to the 30th day after the Program Termination Date may offer their Equity Shares for sale to the
Acquirers at the Exit Price for a period of 1 year following the date of the delisting of the Equity Shares from BSE and NSE.
21.5 In the case of ADS holders who do not present their ADS (or ADRs if applicable) for cancellation prior to the 30th day after the
Program Termination Date, starting on or about 30 days after the Programme Termination Date, the Depositary may arrange
for the sale of the Equity Shares and shall after such sale hold un-vested net proceeds of such sale, together with any other
cash then held by it under the ADR Deposit Agreement, in an un-segregated account and without liability for interest for the
pro-rata benefit of the holders whose ADS have not theretofore been surrendered. The Depositary will promptly remit the net
proceeds to the holders of ADS then outstanding the payment mechanism of DTC. The ADS (and the ADRs, if applicable) will
be deemed cancelled and terminated from the date of the cancellation of the ADS resulting from the sale of the Equity Shares
represented by the ADS.
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21.6 Failure to present ADS for cancellation within 30 days after the Programme Termination Date will have significant adverse
Indian tax consequences as a result of the forced sale of the Equity Shares on deposit after that date. Please be advised
that the proceeds from the sale of the Equity Shares by the Depositary will be subject to Indian withholding taxes of up to
43.68%. ADS holders should consult their tax advisors about the application of the U.S. federal tax rules to their particular
circumstances as well as the state and local, foreign and other tax consequences to them of the ownership and disposition of
ADS or Equity Shares.
21.7 Holders of ADRs will be required to present and surrender their physical certificates to the Depositary in order to receive
payment.
21.8 After remitting the net proceeds to the holders of ADS, the Depositary shall be discharged from all obligations under the ADR
Deposit Agreement except as may be required at law in connection with the termination of the ADR Deposit Agreement.
21.9 For the delisting from the NYSE and termination of the ADR programme, the schedule of activity is expected be as set out below:
Activity Date
Notice of delisting to NYSE T-3
Notice of termination of ADR Deposit Agreement to the Depositary T-3
Press release announcing the delisting notice and termination notice T-3
Notice of termination of ADR Deposit Agreement is distributed by the Depositary T
to ADS holders
File Form 25 with SEC T+7
Effective Date of delisting of ADRs from NYSE T+17
Effective Date of termination of ADR Deposit Agreement T+30
Last Date for ADS holders to convert ADRs into Equity Shares T+60
Depositary to sell Equity Shares underlying the ADS that have not been surrendered T+61 or soon thereafter
Depositary to remit net proceeds to ADS holders Expected to be approximately 4 weeks
following the sale described in the
immediately preceding row
21.10 In summary, ADS holders may
21.10.1 sell their ADS in the market on the NYSE until they are delisted;
21.10.2 sell their ADS in over-the-counter trading following delisting and prior to the 30th day after the Programme Termination Date;
21.10.3 surrender their ADS (or their ADRs, as applicable) to the Depositary for cancellation and receive 4 Equity Shares for every
ADS surrendered, either (a) prior to the Bid Closing Date for being eligible to participate in the Delisting Offer; or (b) after the
Bid Closing Date but at any point until 30 days after the Programme Termination Date, in which case if the Delisting Offer
is successful then as described above in paragraph 19.1 of this Letter of Offer, such ADS holder may offer its Equity Shares
for sale to the Acquirers at the Exit Price for a period of 1 year following the date of the delisting of the Equity Shares from
BSE and NSE, or
21.10.4 take no action or otherwise still hold ADS after 30 days after the Programme Termination Date, in which case the Depositary
will attempt to sell underlying Equity Shares that it still holds and distribute the cash proceeds pro-rata to the remaining ADS
holders, less fees and taxes as described in paragraph 21.5 of this Letter of Offer.
21.11 The Company’s ADR programme is a sponsored level III listing which grants the holders voting rights and pays dividends
to the ADS holders equivalent to the exchange-rate and ADR-ratio adjusted dividend paid to the underlying Equity Shares
holders. Following termination, if an ADS holder chooses to hold the underlying Equity Shares instead of the ADR then they
will continue to receive dividends and maintain their voting rights on each Equity Share held.
21.12 In order to deregister the Equity Shares with the SEC, following the delisting of the Equity Shares from the BSE and NSE
and the delisting of the ADS from NYSE, the Company must have less than 300 shareholders. The Company believes that
terminating its ADR programme and delisting its Equity Shares from Stock Exchanges will result in a decrease in the number
of shareholders such that it can deregister at a later date. There is a minimum 12 month waiting period between termination
of the ADR programme and deregistering from the SEC, after which the Company will still need to prove that the Company
has less than 300 shareholders in order to deregister.
21.13 Following deregistration of the Equity Shares with the SEC, the Company’s SEC reporting obligations (including the
requirements of the Sarbanes-Oxley Act) would cease. Reporting obligations currently include filing of Form 20-F annually
and Form 6-Ks for material announcements.

26
22 DETAILS OF THE ESCROW ACCOUNTS
22.1 The estimated consideration payable under the Delisting Regulations, being the Floor Price of INR 87.25/- (Indian Rupees
Eighty Seven and Twenty Five Paise only) per Equity Share multiplied by the number of the Equity Shares held by the Public
Shareholders as on the Specified Date, i.e., September 25, 2020, is INR 14,809.73 Crore (“Escrow Amount”). The Escrow
Amount has been deposited by VHML and VHML II in the manner set out below..
22.2 In accordance with Regulation 11 of the Delisting Regulations VRL, VHML, VHML II, Axis Bank Limited, a
scheduled commercial bank and a banker to an issue registered with SEBI (“Escrow Bank”), and the Manager
to the Offer have entered into an escrow agreement dated September 19, 2020 pursuant to which (a) VHML has
opened an escrow account in the name of “Vedanta Holdings Mauritius Limited-Escrow Account” with the Escrow
Bank at their branch at Gurgaon (“Escrow Account 1”); and (b) VHML II has opened an escrow account in the name
of “Vedanta Holdings Mauritius II Limited-Escrow Account” with the Escrow Bank at their branch at Gurgaon
(“Escrow Account 2”) (collectively “Escrow Accounts”).
22.3 VHML has provided a bank guarantee of INR 4,550 Crore issued by Standard Chartered Bank pursuant to the bank guarantee
letter dated September 28, 2020 (“Bank Guarantee”), in favour of the Manager to the Offer and VHML II has deposited an
amount of INR 10,299.80 Crore in Escrow Account 2 in cash, which together with the Bank Guarantee is for an aggregate
amount of INR 14,849.80 Crore which covers 100% of the Escrow Amount.
22.4 On determination of the Exit Price and making of the public announcement under Regulation 18 of the Delisting Regulations,
the Acquirers shall ensure compliance with Regulation 11(2) of the Delisting Regulations. In the event that the ADS holders
choose to convert the ADS into Equity Shares, the Acquirers shall forthwith deposit additional sum in the Escrow Accounts
to the extent necessary to pay the consideration payable to such ADS holders.
22.5 In the event that the Acquirers accept the Discovered Price or offers a price higher than the Discovered Price or the Counter
Offer Price is accepted in accordance with the Delisting Regulations, the Acquirers shall forthwith deposit additional sum in
the Escrow Accounts to the extent necessary to pay Public Shareholders at the Exit Price. In such a case, the Acquirers shall
also ensure that either (i) the Bank Guarantee remains valid until the expiry of the Exit Window; or (ii) deposit additional sum
in the Escrow Accounts to the extent necessary to pay balance Public Shareholders at the Exit Price.
22.6 Further, the Escrow Bank will open special accounts (“Special Accounts”) on the instructions of VHML, VHML II and the
Manager to the Offer, which shall be used for payment to the Public Shareholders who have validly tendered Offer Shares in
the Delisting Offer. The Manager to the Offer shall instruct the Escrow Bank to transfer the requisite amount to the Special
Accounts.
23 SCHEDULE OF ACTIVITIES
For the process of the Delisting Offer, the schedule of activity will be set out below:
Activity Date Day
Specified Date for determining the names of shareholders to whom the Letter of Offer September 25, 2020 Friday
shall be sent@
Date of receipt of BSE in-principle approval September 28, 2020 Monday
Date of receipt of NSE in-principle approval September 28, 2020 Monday
Date of publication of the Public Announcement September 29, 2020 Tuesday
Last date for dispatch of Letter of Offer/ Bid Forms to Public Shareholders as of Specified Date October 01, 2020 Thursday
Bid Opening Date (bid starts at market hours) October 05, 2020 Monday
Last Date for upward revision or withdrawal of bids October 08, 2020 Thursday
Bid Closing Date (bid closes at market hours) October 09, 2020 Friday
Last date for announcement of counter offer October 13, 2020 Tuesday
Last date for announcement of Discovered Price/ Exit Price and the Acquirers’ acceptance/ October 16, 2020 Friday
non-acceptance of Discovered Price/ Exit Price*
Proposed date for payment of consideration to Public Shareholders and/ or return of October 23, 2020 Friday
Equity Shares to Public Shareholders** in case of Bids not being accepted/ failure of the
Delisting Offer
@ The Specified Date is only for the purpose of determining the names of the Public Shareholders to whom the Letter of
Offer will be sent. However, all Public Shareholders, who are eligible to participate in the Delisting Offer, can submit
their Bids in Acquisition Window Facility or OTB through their respective Seller Member during the Bid Period. Changes
to the proposed timeline, if any, will be notified to Public Shareholders by way of a public announcement in the same
newspapers where the Public Announcement is published.
27
 * This is an indicative date and the announcement may be made on or before October 16, 2020, being the fifth working day
from the Bid Closing Date.
** Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the
Acquirers
Notes: (1) All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may
be applicable. Changes to the proposed timetable, if any, will be notified to the Public Shareholders by way of corrigendum/
addendum in all the newspapers in which the Public Announcement has appeared; and (2) Last date of payment is subject to
the acceptance of the Discovered Price by the Acquirer.
24 STATUTORY APPROVALS
24.1 The Public Shareholders have accorded their consent by way of a special resolution passed through postal ballot on June 24,
2020, i.e., the last date specified for remote e-voting. The results of the postal ballot were announced on June 25, 2020 and the
same were intimated to the Stock Exchanges.
24.2 BSE and NSE have given their in-principle approval for delisting of the Equity Shares pursuant to their letters each dated
September 28, 2020.
24.3 To the best of the Acquirers’ knowledge, as of the date of this Letter of Offer, there are no other statutory or regulatory
approvals required to acquire the Offer Shares and implement the Delisting Offer, other than as indicated above. If any
statutory or regulatory approvals become applicable, the acquisition of Offer Shares by the Acquirers and the Delisting Offer
will be subject to receipt of such statutory or regulatory approvals.
24.4 If the shareholders who are not persons resident in India (including non-resident Indians, overseas corporate bodies and
foreign portfolio investors) had required any approvals (including from the RBI or any other regulatory body) in respect of
the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for
holding the Equity Shares, to tender the Equity Shares held by them in this Delisting Offer, along with the other documents
required to be submitted to along with the Bid. In the event such approvals are not submitted, the Acquirers reserve the right
to reject such Equity Shares tendered in the Delisting Offer.
24.5 It shall be the responsibility of the Public Shareholders tendering Offer Shares in the Delisting Offer to obtain all requisite
approvals (including corporate, statutory or regulatory approvals), if any, prior to tendering the Offer Shares held by them in
the Delisting Offer, and the Company/ Acquirers/ Manager to the Offer/ Registrar to the Offer shall take no responsibility for
the same. The Public Shareholders should attach a copy of any such approval(s) to the Bid Form, wherever applicable.
24.6 The Acquirers reserve the right not to proceed with or withdraw the Delisting Offer in the event the conditions mentioned in
paragraph 14 of this Letter of Offer are not fulfilled or if the approvals indicated above are not obtained or conditions which
the Acquirers consider in their sole discretion to be onerous, are imposed in respect of such approvals.
24.7 In the event that receipt of the statutory or regulatory approvals are delayed, changes to the proposed timetable, if any, will
be notified to the Public Shareholders by way of a corrigendum/ addendum to this Letter of Offer in the same newspapers in
which the Public Announcement was made.
25 NOTES ON TAXATION
25.1 Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares of an Indian company are
generally taxable in India. Capital gain arising from sale of listed equity shares in a company made on a recognized stock
exchange on or after October 1, 2004 and on which STT was paid at the time of sale, was earlier exempt from tax provided
that the shares were held for more than 12 months. The Finance Act 2017 had amended the IT Act to provide that the said
exemption was available only if STT is paid both at the time of purchase and sale of such shares, subject to certain exceptions
notified by the central government.
25.2 The Finance Act, 2018 has withdrawn the above capital gains tax exemption with effect from April 1, 2018 for any transfer of
listed equity shares in a company, held for more than 12 months, on a recognized stock exchange occurring on or after April
1, 2018, the capital gains exceeding INR 1,00,000 (Indian Rupees One Lakh only) are now taxable at a rate of 10%, subject to
satisfaction of certain conditions. Further, if investments were made on or before January 31, 2018, a method of determining
the cost of acquisition of such investments has been specifically laid down.
25.3 STT will be levied on and collected by a domestic stock exchange on which the equity shares are sold. Further, any gain
realized on the sale of listed equity shares held for a period of 12 months or less which are sold, will be subject to short term
capital gains tax @ 15% provided the transaction is chargeable to STT.

28
25.4 Tax deduction at source:
25.4.1 In case of resident shareholders: In absence of any specific provision under the IT Act, the Acquirer(s) shall not deduct tax on
the consideration payable to resident shareholders pursuant to the Delisting Offer.
25.4.2 In case of non-resident shareholders: Under the existing Indian tax laws, any sum paid to a non- resident which is chargeable
to tax under the provisions of IT Act is subject to deduction of tax at source, except for capital gains realized by the foreign
portfolio investors or such gains/ income which are exempt from tax. Since the acquisition of Offer Shares pursuant to the
delisting process is through the stock exchange mechanism, the Acquirers will not be able to withhold any taxes, and thus,
the Acquirers believe that the responsibility of withholding/ discharge of the taxes due on such gains (if any) is solely on the
custodians/ authorized dealers/ non-resident shareholders – with no recourse to the Acquirers and/ or persons acting in concert
with them.
25.4.3 It is therefore important that the non-resident shareholders consult their custodians/ authorized dealers/ tax advisors
appropriately and immediately pay taxes in India (either through deduction at source or otherwise). In the event the Acquirers
and/ or persons acting in concert with them are held liable for the tax liability of the shareholder, the same shall be to the
account of the shareholder and to that extent the Acquirers and/ or persons acting in concert with them are entitled to be
indemnified.
25.5 Post delisting, the Equity Shares would be treated as unlisted shares and therefore, capital gain on sale of such unlisted Equity
Shares (held for more than 24 months) would be taxable at 20% for residents in India and at 10% for non-resident in India.
For Offer Shares held for 24 months or less, capital gain would be taxable at ordinary rate applicable for the shareholder. The
provision of gains up to January 31, 2018 being grandfathered would not be applicable and therefore the cost of acquisition
for Residual Public Shareholders would be price paid by Residual Public Shareholder for acquisition of Offer Shares. Please
note while the resident shareholders are allowed the benefit of indexation on their original cost of acquisition, no such benefit
is applicable for non-resident shareholders.
25.6 On purchase of Offer Shares from non-resident Residual Public Shareholders, the Acquirers would be required to deduct tax
at source from the sale consideration unless the Residual Public Shareholder obtains a nil deduction certificate from the tax
authorities and furnish the same to the payor prior to the remittance of the sale consideration. The amount of taxes deducted
and deposited by the Acquirers can be claimed as credit by the Residual Public Shareholder against its final tax liability.
25.7 The above tax rates are subject to applicable rate of surcharge, health and education cess. The tax rate and other provisions
may undergo changes.
25.8 SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR THE TREATMENT THAT
MAY BE GIVEN BY THEIR RESPECTIVE INCOME TAX ASSESSING AUTHORITIES IN THEIR CASE,
AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE. THE JUDICIAL AND THE
ADMINISTRATIVE INTERPRETATIONS THEREOF, ARE SUBJECT TO CHANGE OR MODIFICATION BY
SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH
CHANGES COULD HAVE DIFFERENT INCOME-TAX IMPLICATIONS. THIS NOTE ON TAXATION SETS
OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND IS NOT A COMPLETE ANALYSIS
OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THE
IMPLICATIONS ARE ALSO DEPENDENT ON THE SHAREHOLDERS FULFILLING THE CONDITIONS
PRESCRIBED UNDER THE PROVISIONS OF THE RELEVANT SECTIONS UNDER THE RELEVANT TAX
LAWS. THE ACQUIRERS NEITHER ACCEPT NOR HOLD ANY RESPONSIBILITY FOR ANY TAX LIABILITY
ARISING TO ANY SHAREHOLDER AS A REASON OF THIS DELISTING OFFER.
26 CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY
26.1 The Board has certified that:
a) there are no material deviations in utilization of the proceeds of the issues (as compared to the stated objects in such issues)
of securities made by the Company during the 5 years immediately preceding the date of the Public Announcement from
the stated object of the issue;
b) all material information which is required to be disclosed under the provisions of the continuous listing requirements under
the relevant equity listing agreement entered into between the Company and the Stock Exchanges or the provisions of the
Listing Regulations, as applicable from time to time have been disclosed to the Stock Exchanges, as applicable;
c) The Company is in compliance with applicable provisions of securities law;
d) The members of Promoter Group or their related entities have not carried out any transaction during the aforesaid period
to facilitate the success of the Delisting Offer which is not in compliance with the provisions of Regulation 4(5) of the
Delisting Regulations; and
e) The delisting of Equity Shares is in the interest of the shareholders.

29
27 COMPANY SECRETARY AND COMPLIANCE OFFICER OF THE COMPANY
27.1 The details of Company Secretary and the Compliance Officer of the Company are as follow:
Name: Ms. Prerna Halwasiya
Designation: Company Secretary & Compliance Officer
Address: ASF Center, 1st Floor, ASF Center, Tower B, 362-363, Jwala Mill Road,
Udyog Vihar, Phase IV, Gurgaon-122 016, Haryana, India
Email: Prerna.Halwasiya@vedanta.co.in; comp.sect@vedanta.co.in
Tel. No.: +91 22 6643 4500
Fax No.: +91 22 6643 4530
27.2 In case the Public Shareholders have any queries concerning the non-receipt of credit or payment for Offer Shares or on
delisting process and procedure, they may address the same to Registrar to the Offer or Manager to the Offer.
28 OTHERS
The Company has informed the Acquirers that the following litigations or actions pending against the Company pertaining to
its activities in the securities market or any other matter may have a material bearing on the interests of its equity shareholders:
(1) show cause notice (“SCN”) issued by the SEBI to Cairn India Limited (“CIL”) (since merged with the Company with
effect from April 11, 2017 through a Scheme of Arrangement which was approved by the National Company Law Tribunal,
Mumbai Bench vide order dated March 23, 2017). The SCN (bearing number EAD-2/DSR / RG / 16430 /2017 / 2 dated July,
13, 2017) was in connection with the buy-back of equity shares by CIL during 2014. Replies to the SCN were submitted
to SEBI vide letters dated January 19, 2018 and February 6, 2019. There has been no further communication from SEBI
in the said matter;  and (2) proceedings before the Hon’ble High Court of Bombay bearing number SAPP/1/2002 (“First
Proceeding”) and Criminal Application No. 3609 of 2005 (“Second Proceeding”), both linked to the same underlying subject
matter. The First Proceeding is linked to an order passed by SEBI on April 19, 2001 prohibiting Sterlite Industries (India) Ltd
(now the Company) from accessing the capital market for a period of 2 (two) years and other actions for violation of certain
provisions of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations 1995,
against Sterlite Industries (India) Ltd (now the Company), through its directors namely Mr. Anil Agarwal, Mr. Tarun Jain and
Mr. Shashikant (“SEBI Order”). On appeal, the SEBI Order was overruled by the Securities Appellate Tribunal (“SAT”) by
way of an order dated October 22, 2001 (“SAT Order”). On November 9, 2001, SEBI appealed to the High Court of Bombay.
The next date of hearing has not yet been fixed. The Second Proceeding is also linked to the SEBI Order and resultant criminal
proceedings initiated by SEBI in 2001 before the Court of the Metropolitan Magistrate, Mumbai, against Sterlite Industries
(India) Ltd (now the Company), Mr. Anil Agarwal and Mr. Tarun Jain. When the SEBI Order was overruled by the SAT Order,
a petition was filed before the High Court of Bombay to stay the criminal proceedings on the ground that the SEBI Order had
been overruled by the SAT Order. On December 2, 2005, an order was passed by the High Court of Bombay in favor of Sterlite
Industries (India) Ltd (now the Company), Mr. Anil Agarwal and Mr. Tarun Jain granting an interim stay of the criminal
proceedings.
29 GENERAL DISCLAIMER
EVERY PERSON WHO DESIRES TO AVAIL OF THE DELISTING OFFER MAY DO SO PURSUANT TO
INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST
THE ACQUIRERS (INCLUDING ITS DIRECTORS), THE MANAGER TO THE OFFER OR THE COMPANY
(INCLUDING ITS DIRECTORS) WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY
SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH OFFER AND TENDER OF SECURITIES
THROUGH THE REVERSE BOOK BUILDING PROCESS THROUGH ACQUISITION WINDOW FACILITY
OR OTB OR OTHERWISE WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED
HEREIN OR ANY OTHER REASON WHATSOEVER.
UNITED STATES OF AMERICA
THE DELISTING OFFER IS BEING MADE FOR SECURITIES OF AN INDIAN COMPANY AND
SHAREHOLDERS OF THE COMPANY IN THE U.S. SHOULD BE AWARE THAT THIS LETTER OF OFFER AND
ANY OTHER DOCUMENTS RELATING TO THE DELISTING OFFER HAVE BEEN OR WILL BE PREPARED
IN ACCORDANCE WITH INDIAN PROCEDURAL AND DISCLOSURE REQUIREMENTS, INCLUDING
REQUIREMENTS REGARDING THE DELISTING OFFER TIMETABLE AND TIMING OF PAYMENTS, ALL
OF WHICH DIFFER FROM THOSE IN THE U.S.

30
 THE RECEIPT OF CASH PURSUANT TO THE DELISTING OFFER BY A SHAREHOLDER OF THE COMPANY
MAY BE A TAXABLE TRANSACTION FOR U.S. FEDERAL INCOME TAX PURPOSES AND UNDER APPLICABLE
U.S. STATE AND LOCAL, AS WELL AS FOREIGN AND OTHER, TAX LAWS. EACH SHAREHOLDER OF
THE COMPANY IS URGED TO CONSULT HIS INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY
REGARDING THE TAX CONSEQUENCES OF ACCEPTING THE DELISTING OFFER.
IT MAY BE DIFFICULT FOR U.S. HOLDERS OF EQUITY SHARES TO ENFORCE THEIR RIGHTS AND ANY
CLAIMS THEY MAY HAVE ARISING UNDER THE U.S. FEDERAL SECURITIES LAWS IN CONNECTION
WITH THE DELISTING OFFER, SINCE THE COMPANY AND THE ACQUIRERS ARE INCORPORATED IN
COUNTRIES OTHER THAN THE U.S., AND SOME OR ALL OF THEIR OFFICERS AND DIRECTORS MAY BE
RESIDENTS OF COUNTRIES OTHER THAN THE U.S. U.S. HOLDERS OF EQUITY SHARES IN THE COMPANY
MAY NOT BE ABLE TO SUE THE COMPANY, THE ACQUIRERS OR THEIR RESPECTIVE OFFICERS OR
DIRECTORS IN A NON-U.S. COURT FOR VIOLATIONS OF U.S. SECURITIES LAWS. FURTHER, IT MAY
BE DIFFICULT TO COMPEL THE COMPANY, THE ACQUIRERS OR THEIR RESPECTIVE AFFILIATES TO
SUBJECT THEMSELVES TO THE JURISDICTION OR JUDGMENT OF A U.S. COURT.
NEITHER THE U.S. SECURITIES EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE DELISTING OFFER OR PASSED ANY COMMENT
UPON THE ADEQUACY OR COMPLETENESS OF THIS LETTER OF OFFER. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENCE IN THE U.S.
GENERAL
NO ACTION HAS BEEN OR WILL BE TAKEN TO PERMIT THIS DELISTING OFFER IN ANY JURISDICTION
WHERE ACTION WOULD BE REQUIRED FOR THAT PURPOSE. THIS LETTER OF OFFER SHALL BE
DISPATCHED TO ALL PUBLIC SHAREHOLDERS HOLDING THE EQUITY SHARES WHOSE NAMES
APPEAR ON THE REGISTER OF MEMBERS OF THE COMPANY AND TO THE OWNER OF THE EQUITY
SHARES WHOSE NAMES APPEAR AS BENEFICIARIES ON THE RECORDS OF THE RESPECTIVE
DEPOSITORIES AT THE CLOSE OF BUSINESS HOURS ON THE SPECIFIED DATE (AS INDICATED IN THIS
LETTER OF OFFER). HOWEVER, RECEIPT OF THIS LETTER OF OFFER BY ANY PUBLIC SHAREHOLDER
IN A JURISDICTION IN WHICH IT WOULD BE ILLEGAL TO MAKE THIS DELISTING OFFER, OR WHERE
MAKING THIS DELISTING OFFER WOULD REQUIRE ANY ACTION TO BE TAKEN (INCLUDING, BUT
NOT RESTRICTED TO, REGISTRATION OF THE LETTER OF OFFER UNDER ANY LOCAL SECURITIES
LAWS OF SUCH JURISDICTION), SHALL NOT BE TREATED BY SUCH PUBLIC SHAREHOLDER AS AN
DELISTING OFFER BEING MADE TO THEM AND SHALL BE CONSTRUED BY THEM AS BEING SENT FOR
INFORMATION PURPOSES ONLY.
PERSONS IN POSSESSION OF THIS LETTER OF OFFER ARE REQUIRED TO INFORM THEMSELVES OF
ANY RELEVANT RESTRICTIONS IN THEIR RESPECTIVE JURISDICTIONS. ANY PUBLIC SHAREHOLDER
WHO TENDERS HIS, HER OR ITS EQUITY SHARES IN THIS DELISTING OFFER SHALL BE DEEMED TO
HAVE DECLARED, REPRESENTED, WARRANTED AND AGREED THAT HE, SHE OR IT IS AUTHORISED
UNDER THE PROVISIONS OF ANY APPLICABLE LOCAL LAWS, RULES, REGULATIONS AND STATUTES
TO PARTICIPATE IN THIS DELISTING OFFER.

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 MANAGER TO THE OFFER REGISTRAR TO THE OFFER

J.P. Morgan India Private Limited KFin Technologies Private Limited

CIN: U67120MH1992FTC068724 (formerly known as Karvy Fintech Private Limited)
Address: J.P. Morgan Tower, CIN: U72400TG2017PTC117649
Off C. S. T. Road, Kalina, Address: Selenium Building, Tower- B, Plot No 31 & 32,
Santacruz (East), Mumbai – 400 098 Gachibowli, Financial District Nanakramguda,
Tel. no.: +91 22 6157 3000 Serilingampally, Hyderabad Rangareddi – 500032, Telangana
Fax no.: +91 22 6157 3911 Tel. no.: +91 40 6716 2222/ 1-800-34-54001
Email: vedanta_delist@jpmorgan.com Fax no.: +91 40 2343 1551
Contact person: Mr. Shagun Gupta Email: vedanta.delisting@kfintech.com
SEBI registration no.: INM000002970 Contact person: Mr. Murali Krishna
Validity period: Permanent SEBI registration no.: INR000000221
Validity period: Permanent
ADVISOR TO THE ACQUIRERS FOR THE DELISTING PROCESS
CIN: U99999MH1993PLC071865
Address: One BKC, Tower C, 15th Floor,
Unit No. 1511, Bandra Kurla Complex,
DAM Capital Advisors Limited Bandra (East), Mumbai – 400051

For and on behalf of Board of Directors of the Acquirers

For and on behalf of VEDANTA RESOURCES LIMITED

Sd/- Sd/- Sd/-

Name: Ravi Rajagopal Name: Geoffrey Green Name: Deepak Kumar
Designation: Director Designation: Director Designation: Company Secretary

Date: September 28, 2020

Place: London

For and on behalf of VEDANTA HOLDINGS MAURITIUS LIMITED

Sd/- Sd/-
Name: Ashwanee Ramsurrun Name: Shakill Ahmad Toorabally
Designation: Director Designation: Director

Date: September 28, 2020

Place: Mauritius

For and on behalf of VEDANTA HOLDINGS MAURITIUS II LIMITED

Sd/- Sd/-
Name: Rajiv Mangar Name: Shakill Ahmad Toorabally
Designation: Director Designation: Director

Date: September 28, 2020

Place: Mauritius

32